What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-08 compared with 2023-11-08 · 308 added, 523 removed, 655 unchanged (56% of the section changed)

4 unchanged sentences

(in thousands, except share data)

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Current assets

2 unchanged sentences

Total cash, cash equivalents, and restricted cash 228,639 279,446

Trade accounts receivable, net of allowances of $ 0.1 million and $ 0.3 million at September 30, 2023 and December 31, 2022, respectively

Trade accounts receivable, net of allowances of $ 0.2 million and $ 0.2 million at March 31, 2024 and December 31, 2023, respectively

448,479 367,249

7 unchanged sentences

Long-term assets

Operating lease right-of-use assets 329,428 350,761

Operating lease right-of-use (“ROU”) assets

341,405 346,454

Refining and logistics equity investments 88,315 87,486

Investment in Laramie Energy, LLC 18,842 14,279

Intangible assets, net 10,254 10,918

22 unchanged sentences

Common stock, $ 0.01 par value;

500,000,000 shares authorized at September 30, 2023 and December 31, 2022, 60,518,417 shares and 60,470,837 shares issued at September 30, 2023 and December 31, 2022, respectively

500,000,000 shares authorized at March 31, 2024 and December 31, 2023, 59,070,467 shares and 59,755,844 shares issued at March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital 872,954 860,797

Accumulated earnings (deficit) 208,724 ( 200,687 )

Accumulated earnings 429,675 465,856

Accumulated other comprehensive income 8,120 8,174

6 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended Nine Months Ended

September 30, September 30,

2023 2022 2023 2022

Three Months Ended

Revenues $ 1,980,835 $ 1,685,209

5 unchanged sentences

Equity earnings from refining and logistics investments

( 3,934 ) — ( 4,359 ) —

Acquisition and integration costs 243 5,271

Par West redevelopment and other costs 1,971 2,750

Gain on sale of assets, net — ( 185 ) — ( 170 )

Loss on sale of assets, net 51 —

Total operating expenses 1,971,320 1,423,807

3 unchanged sentences

Debt extinguishment and commitment costs — ( 17,720 )

Other income (loss), net ( 43 ) ( 198 ) 301 ( 149 )

Other loss, net ( 2,576 ) ( 35 )

Equity earnings from Laramie Energy, LLC 4,563 10,706

Total other expense, net ( 15,897 ) ( 23,299 )

Income before income taxes 176,015 267,464 446,059 280,226

Income tax expense ( 4,600 ) ( 68 ) ( 6,741 ) ( 756 )

Net income $ 171,415 $ 267,396 $ 439,318 $ 279,470

Income per share

Income (loss) before income taxes ( 6,382 ) 238,103

Income tax benefit (expense) 2,631 ( 213 )

Net income (loss) $ ( 3,751 ) $ 237,890

Income (loss) per share

Basic $ ( 0.06 ) $ 3.96

8 unchanged sentences

(in thousands)

Three Months Ended Nine Months Ended

September 30, September 30,

2023 2022 2023 2022

Net income $ 171,415 $ 267,396 $ 439,318 $ 279,470

Three Months Ended

Net income (loss) $ ( 3,751 ) $ 237,890

Other comprehensive income (loss):

Other post-retirement benefits loss, net of tax ( 54 ) ( 11 )

Total other comprehensive income (loss), net of tax ( 12 ) — ( 34 ) —

Total other comprehensive loss, net of tax ( 54 ) ( 11 )

Comprehensive income (loss) $ ( 3,805 ) $ 237,879

4 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net Income $ 439,318 $ 279,470

Adjustments to reconcile net income to cash provided by operating activities:

Net Income (Loss) $ ( 3,751 ) $ 237,890

Adjustments to reconcile net income (loss) to cash provided by operating activities:

Depreciation and amortization 32,656 24,360

1 unchanged sentence

Non-cash interest expense 1,412 898

Non-cash lower of cost and net realizable value adjustment — ( 463 )

Deferred taxes ( 2,631 ) 67

Gain on sale of assets, net — ( 170 )

Loss on sale of assets, net 51 —

Stock-based compensation 16,410 2,317

Unrealized gain on derivative contracts ( 1,152 ) ( 10,151 )

Unrealized (gain) loss on derivative contracts 43,849 ( 13,670 )

Equity earnings from Laramie Energy, LLC ( 4,563 ) ( 10,706 )

10 unchanged sentences

Cash flows from investing activities:

Acquisition of business ( 595,420 ) —

Capital expenditures ( 22,642 ) ( 13,213 )

1 unchanged sentence

Return of capital from Laramie Energy, LLC — 10,706

Return of capital from refining and logistics investments 6,630 —

Net cash used in investing activities ( 22,632 ) ( 2,457 )

2 unchanged sentences

Repayments of borrowings ( 545,565 ) ( 521,256 )

Net borrowings (repayments) on deferred payment arrangements and receivable advances ( 52,355 ) 48,211

Net borrowings on deferred payment arrangements and receivable advances 2,443 22,407

Payment of deferred loan costs ( 3,377 ) ( 4,210 )

2 unchanged sentences

Payments for debt extinguishment and commitment costs — ( 8,742 )

Other financing activities, net 617 351

Net cash used in financing activities ( 79,039 ) ( 34,522 )

Net increase in cash, cash equivalents, and restricted cash ( 129,346 ) 296,870

Net cash provided by (used in) financing activities ( 53,606 ) 33,754

Net increase (decrease) in cash, cash equivalents, and restricted cash ( 50,807 ) 170,392

Cash, cash equivalents, and restricted cash at beginning of period 279,446 494,926

8 unchanged sentences

ROU assets obtained in exchange for new operating lease liabilities 18,756 8,380

ROU assets terminated in exchange for release from finance lease liabilities — —

ROU assets terminated in exchange for release from operating lease liabilities 4,177 —

4 unchanged sentences

(in thousands)

Additional Other

Common Stock Paid-In Accumulated Comprehensive Total

Shares Amount Capital Deficit Income Equity

Balance, December 31, 2021 60,162 $ 602 $ 821,713 $ ( 559,117 ) $ 2,502 $ 265,700

Stock-based compensation 412 3 3,655 — — 3,658

Purchase of common stock for retirement ( 462 ) ( 4 ) ( 1,431 ) ( 4,955 ) — ( 6,390 )

Net loss — — — ( 137,051 ) — ( 137,051 )

Balance, March 31, 2022 60,112 601 823,937 ( 701,123 ) 2,502 125,917

Issuance of common stock for employee stock purchase plan 41 — 632 — — 632

Stock-based compensation 3 — 2,017 — — 2,017

Purchase of common stock for retirement ( 1 ) — ( 94 ) — — ( 94 )

Exercise of stock options 65 1 1,131 — — 1,132

Net income — — — 149,125 — 149,125

Balance, June 30, 2022 60,220 602 827,623 ( 551,998 ) 2,502 278,729

Stock-based compensation ( 2 ) — 1,613 — — 1,613

Purchase of common stock for retirement ( 60 ) ( 1 ) ( 41 ) ( 804 ) — ( 846 )

Net income — — — 267,396 — 267,396

Balance, September 30, 2022 60,158 $ 601 $ 829,195 $ ( 285,406 ) $ 2,502 $ 546,892

Additional Accumulated Other

8 unchanged sentences

Balance, March 31, 2023 61,030 $ 610 $ 842,062 $ 37,203 $ 8,118 $ 887,993

Issuance of common stock for employee stock purchase plan 27 — 726 — — 726

Stock-based compensation 115 1 3,655 — — 3,656

Purchase of common stock for retirement ( 128 ) ( 1 ) ( 464 ) ( 2,601 ) — ( 3,066 )

Other comprehensive loss — — — — ( 11 ) ( 11 )

Net income — — — 30,013 — 30,013

Balance, June 30, 2023 61,044 610 845,979 64,615 8,107 919,311

Common stock offering, net of issuance costs — — — — — —

Additional Other

Common Stock Paid-In Accumulated Comprehensive Total

Shares Amount Capital Earnings Income Equity

Balance, December 31, 2023 59,756 $ 597 $ 860,797 $ 465,856 $ 8,174 $ 1,335,424

Stock-based compensation 327 2 16,408 — — 16,410

Purchase of common stock for retirement ( 1,013 ) ( 9 ) ( 4,251 ) ( 32,430 ) — ( 36,690 )

Exercise of stock options 251 — 6,640 — — 6,640

Other comprehensive loss — — — — ( 54 ) ( 54 )

Net income — — — 171,415 — 171,415

Balance, September 30, 2023 60,518 $ 605 $ 853,835 $ 208,724 $ 8,095 $ 1,071,259

Net loss — — — ( 3,751 ) — ( 3,751 )

Balance, March 31, 2024 59,070 $ 590 $ 872,954 $ 429,675 $ 8,120 $ 1,311,339

See accompanying notes to the condensed consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

For the Interim Periods Ended March 31, 2024 and 2023

Note 1 — Overview

Par Pacific Holdings, Inc.

and its wholly owned subsidiaries (“Par” or the “Company”) own and operate market-leading energy and infrastructure businesses.

Our strategy is to acquire and develop businesses in logistically complex, niche markets.

and its wholly owned subsidiaries (“Par” or the “Company”) provide both renewable and conventional fuels to the western United States.

Currently, we operate in three primary business segments:

1) Refining - We own and operate four refineries in Hawaii, Wyoming, Washington, and Montana.

Beginning June 1, 2023, we own and operate a refinery that processes Western Canadian and regional Rocky Mountain crude oil and a 65 % interest in an adjacent cogeneration facility in Billings, Montana.

2) Retail - Our retail outlets in Hawaii, Washington, and Idaho sell gasoline, diesel, and retail merchandise through Hele and “76” branded sites, “nomnom” branded company-operated convenience stores, 7-Eleven operated convenience stores, other sites operated by third parties, and unattended cardlock stations.

3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions to transport and store our crude oil and refined products for our refineries and transport refined products to our retail sites or third-party purchasers.

Beginning June 1, 2023, we maintain ownership in distribution and logistics assets in the upper Rockies region, including the wholly owned Silvertip Pipeline, a 40 % interest in the Yellowstone refined products pipeline, and four wholly owned and three joint venture refined product terminals.

As of September 30, 2023, we owned a 46.0 % equity investment in Laramie Energy, LLC (“Laramie Energy”).

1) Refining - We own and operate four refineries.

Our refineries in Kapolei, Hawaii, Newcastle, Wyoming, Tacoma, Washington, and Billings, Montana, convert crude oil into gasoline, distillate, asphalt and other products to serve the state of Hawaii and areas ranging from Washington state to the Dakotas and Wyoming.

2) Retail - We operate fuel retail outlets in Hawaii, Washington, and Idaho.

We operate convenience stores and fuel retail sites under our “Hele” and “nomnom” brands, “76” branded fuel retail sites and other sites operated by third parties that sell gasoline, diesel, and retail merchandise such as soft drinks, prepared foods, and other sundries.

We also operate unattended cardlock stations.

3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions.

This network includes a single point mooring (“SPM”) in Hawaii, a unit train-capable rail loading terminal in Washington, and other terminals, pipelines, trucking operations, marine vessels, storage facilities, loading and truck racks, and rail facilities for the movement of petroleum, refined products, and ethanol in and among the Hawaiian islands, between the U.S.

West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming.

As of March 31, 2024, we owned a 46.0 % equity investment in Laramie Energy, LLC (“Laramie Energy”).

Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.

As noted in the Refining and Logistics discussions above, as of September 30, 2023 through the Billings Acquisition (as defined in Note 5—Acquisitions), we own a 65 % and a 40 % equity investment in Yellowstone Energy Limited Partnership, (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively.

Our Corporate and Other reportable segment primarily includes general and administrative costs and certain development expenses associated with our renewable fuel initiatives.

As of March 31, 2024, through the Billings Acquisition (as defined in Note 5—Acquisitions), we own a 65 % and a 40 % equity investment in Yellowstone Energy Limited Partnership, (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively.

Our Corporate and Other reportable segment primarily includes general and administrative costs.

Note 2— Summary of Significant Accounting Policies

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We are exposed to credit losses primarily through our sales of refined products.

Credit limits and/or prepayment requirements are set based on such factors as the customer’s financial results, credit rating, payment history, and industry and

Credit limits and/or prepayment requirements are set based on such factors as the customer’s financial results, credit rating, payment history, and industry and are reviewed annually for customers with material credit limits.

Credit allowances are reviewed at least quarterly based on changes in the customer’s creditworthiness due to economic conditions, liquidity, and business strategy as publicly reported and

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

are reviewed annually for customers with material credit limits.

Credit allowances are reviewed at least quarterly based on changes in the customer’s creditworthiness due to economic conditions, liquidity, and business strategy as publicly reported and through discussions between the customer and the Company.

For the Interim Periods Ended March 31, 2024 and 2023

through discussions between the customer and the Company.

We establish provisions for losses on trade receivables based on the estimated credit loss we expect to incur over the life of the receivable.

We did not have a material change in our allowances on trade receivables during the three and nine months ended September 30, 2023 or 2022.

We did not have a material change in our allowances on trade receivables during the three months ended March 31, 2024 or 2023.

Cost Classifications

Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our Renewable Identification Numbers (“RINs”) and other environmental credit obligations, and certain hydrocarbon fees and taxes.

Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our environmental credit obligations, and certain hydrocarbon fees and taxes.

Cost of revenues (excluding depreciation) also includes the unrealized gains and losses on derivatives and inventory valuation adjustments.

2 unchanged sentences

The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our condensed consolidated statements of operations (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Cost of revenues $ 6,743 $ 4,999

5 unchanged sentences

Yellowstone Energy Limited Partnership

On June 1, 2023, we completed the Billings Acquisition (as defined in Note 5—Acquisitions) and acquired a 65 % limited partnership ownership interest in YELP.

On June 1, 2023, we completed the Billings Acquisition and acquired a 65 % limited partnership ownership interest in YELP.

YELP owns a cogeneration facility in Billings, Montana, that converts petroleum coke, supplied from our Montana refinery and other nearby third-party refineries, into power production for the local utility grid.

We account for our investment in YELP using the equity method as we have the ability to exert significant influence over, but do not control its operating and financial policies.

Our proportionate share of YELP’s net income and the depreciation of our basis difference are included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations.

Please read Note 19—Segment Information for further information on our reporting segments.

Our proportionate share of YELP’s net income (loss) is recorded on a one-month lag.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

The change in our equity investment in YELP is as follows (in thousands):

Three Months Ended September 30, For the period from June 1 through September 30,

Three Months Ended March 31,

Beginning balance $ 59,824

Acquisition of investment

Equity earnings from YELP

Depreciation of basis difference

( 348 ) ( 348 )

Dividends received ( 5,265 )

1 unchanged sentence

Yellowstone Pipeline Company

On June 1, 2023, we completed the Billings Acquisition (as defined in Note 5—Acquisitions) and acquired a 40 % ownership interest in YPLC.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2024 and 2023

On June 1, 2023, we completed the Billings Acquisition and acquired a 40 % ownership interest in YPLC.

YPLC owns a refined products pipeline that begins at our Montana refinery and transports refined product throughout Montana and the Pacific Northwest.

We account for our ownership interest in YPLC using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies.

Our proportionate share of YPLC’s net income and the accretion of our basis difference is included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations.

Please read Note 19—Segment Information for further information on our reporting segments.

The change in our equity investment in YPLC is as follows (in thousands):

Three Months Ended September 30, For the period from June 1 through September 30,

Three Months Ended March 31,

Beginning balance $ 27,662

Acquisition of investment

Equity earnings from YPLC

Accretion of basis difference 38

Dividends received — ( 2,600 )

Ending balance $ 29,639

1 unchanged sentence

Laramie Energy

As of September 30, 2023, we had a 46.0 % ownership interest in Laramie Energy.

Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.

The balance of our investment in Laramie Energy was zero as of September 30, 2023 and December 31, 2022.

Prior to February 21, 2023, Laramie Energy had a term loan agreement which provided a term loan secured by a lien on its natural gas and crude oil properties and related assets.

Under the terms of the term loan, Laramie Energy was generally prohibited from making future cash distributions to its owners, including us, except for certain permitted tax distributions.

As of March 31, 2024, we owned a 46.0 % ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.

The balance of our investment in Laramie Energy was $ 18.8 million and $ 14.3 million as of March 31, 2024 and December 31, 2023, respectively.

On February 21, 2023, Laramie Energy entered into a new term loan agreement which provides a $ 205 million first lien term loan facility with $ 160.0 million funded at closing and an optional $ 45 million delayed draw commitment, subject to certain terms and conditions.

Laramie Energy used the proceeds from the term loan to repay the then-outstanding balance of $ 76.3 million on its prior term loan, including accrued interest and prepayment penalties, and fully redeem preferred equity of $ 73.5 million.

After deducting transaction costs, net proceeds were $ 4.8 million.

Under the terms of the new term loan, Laramie is permitted to make future cash distributions to its owners, including us, subject to certain restrictions.

Laramie Energy’s term loan matures on February 21, 2027.

As of September 30, 2023, the term loan had an outstanding balance of $ 160.0 million.

As of March 31, 2024 and December 31, 2023, the term loan had an outstanding balance of $ 160.0 million.

On March 1, 2023, pursuant to its new term loan agreement, Laramie Energy made a one-time cash distribution to its owners, including us, based on ownership percentage.

Our share of this distribution was $ 10.7 million, which was reflected as

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

Return of capital from Laramie Energy, LLC on our condensed consolidated statements of cash flows.

Our share of this distribution was $ 10.7 million, which was reflected as Return of capital from Laramie Energy, LLC on our condensed consolidated statements of cash flows.

We recorded the cash received as Equity earnings from Laramie Energy, LLC on our condensed consolidated statements of operations because the carrying value of our investment in Laramie Energy was zero at the time of such distribution.

Effective February 21, 2023, and concurrent with the new term loan agreement noted above, we resumed the application of equity method accounting with respect to our investment in Laramie Energy.

At September 30, 2023, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 76.4 million.

At March 31, 2024, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 69.5 million.

This difference arose primarily due to other-than-temporary impairments of our equity investment in Laramie Energy.

The change in our equity investment in Laramie Energy is as follows (in thousands):

Three Months Ended March 31,

Beginning balance $ 14,279

Equity earnings (losses) from Laramie Energy 2,949

Accretion of basis difference 1,614

Ending balance

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2024 and 2023

Note 5— Acquisitions

1 unchanged sentence

On October 20, 2022, we and our subsidiaries Par Montana, LLC (“Par Montana”) and Par Montana Holdings, LLC (“Par Montana Holdings”), entered into an equity and asset purchase agreement (as amended to include Par Rocky Mountain Midstream, LLC, the “Purchase Agreement”) with Exxon Mobil Corporation, ExxonMobil Oil Corporation, and ExxonMobil Pipeline Company LLC (collectively, the “Sellers”) to purchase (i) the high-conversion, complex refinery located in Billings, Montana and certain associated distribution and logistics assets, (ii) the Sellers’ 65 % limited partnership equity interest in YELP, and (iii) the Sellers’ 40 % equity interest in YPLC for a base purchase price of $ 310.0 million plus the value of hydrocarbon inventory and adjusted working capital at closing (collectively, the “Billings Acquisition”).

The Billings Acquisition enhances our fully integrated downstream network in the upper Rockies and Pacific Northwest.

The Billings Acquisition increases scale and geographic diversification on the U.S.

mainland and allows for efficient access to alternative markets.

On June 1, 2023, we completed the Billings Acquisition for a total purchase price of approximately $ 625.4 million, including acquired working capital, consisting of a cash deposit of $ 30.0 million paid on October 20, 2022, upon execution of the Purchase Agreement and $ 595.4 million paid at closing on June 1, 2023.

1 unchanged sentence

We accounted for the Billings Acquisition as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition.

A summary of the preliminary fair value of the assets acquired and liabilities assumed is as follows (in thousands):

A summary of the fair value of the assets acquired and liabilities assumed is as follows (in thousands):

Trade accounts receivable $ 2,387

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(1) We allocated $ 538.7 million and $ 116.2 million of total assets to our refining and logistics segments, respectively.

We have recorded a preliminary estimate of the fair value of the assets acquired and liabilities assumed and expect to finalize the purchase price allocation during the first part of 2024.

The primary areas of the purchase price allocation that are not finalized as of September 30, 2023 relate to inventory, property, plant, and equipment, and the environmental liabilities.

During the three months ended September 30, 2023, immaterial purchase price allocation adjustments were recorded related to

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

working capital.

Any final valuation adjustments could change the fair values assigned to the assets acquired and liabilities assumed, resulting in a change to our condensed consolidated financial statements, which could be material.

We incurred $ 0.2 million and $ 10.6 million of acquisition costs related to the Billings Acquisition for the three and nine months ended September 30, 2023, respectively.

As of March 31, 2024, we finalized the Billings Acquisition purchase price allocation.

We incurred $ 5.3 million of acquisition costs related to the Billings Acquisition for the three months ended March 31, 2023.

These costs are included in Acquisition and integration costs on our condensed consolidated statements of operations.

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The results of operations of the Montana refinery, newly acquired logistics assets in the Rockies region, and YELP and YPLC equity investments were included in our results beginning on June 1, 2023.

For the three and nine months ended September 30, 2023, our results of operations included revenues of $ 839.9 million and $ 1,057.0 million, respectively, and net income of $ 68.2 million and $ 52.6 million, respectively, related to these assets.

The following unaudited pro forma financial information presents our consolidated revenues and net income as if the Billings Acquisition had been completed on January 1, 2022 (in thousands):

Nine Months Ended September 30,

The following unaudited pro forma financial

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2024 and 2023

information presents our consolidated revenues and net income as if the Billings Acquisition had been completed on January 1, 2022 (in thousands):

Three Months Ended March 31,

Revenues $ 2,198,921

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The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the Billings Acquisition been effective as of the dates presented, nor is it indicative of future operating results of the combined company.

Pro forma adjustments include (i) incremental depreciation resulting from the estimated fair value of property, plant, and equipment acquired, (ii) transaction costs which were shifted from the nine months ended September 30, 2023 to the nine months ended September 30, 2022 and (iii) elimination of historical transactions between Par and the Montana assets.

Pro forma adjustments include (i) incremental depreciation resulting from the estimated fair value of property, plant, and equipment acquired, (ii) transaction costs which were shifted from the three months ended March 31, 2023 to the three months ended March 31, 2022 and (iii) elimination of historical transactions between Par and the Montana assets.

Note 6— Revenue Recognition

As of September 30, 2023 and December 31, 2022, receivables from contracts with customers were $ 471.6 million and $ 242.5 million, respectively.

As of March 31, 2024 and December 31, 2023, receivables from contracts with customers were $ 373.1 million and $ 311.1 million, respectively.

Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer.

Deferred revenue was $ 35.1 million and $ 11.5 million as of September 30, 2023 and December 31, 2022, respectively.

Deferred revenue was $ 21.6 million and $ 15.2 million as of March 31, 2024 and December 31, 2023, respectively.

We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation.

The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands):

Three Months Ended September 30, 2023 Refining Logistics Retail

Product or service:

Gasoline $ 952,981 $ — $ 116,629

Distillates (1) 1,016,470 — 13,848

Other refined products (2) 482,146 — —

Merchandise — — 27,339

Transportation and terminalling services — 72,839 —

Other revenue 72,558 — 696

Total segment revenues (3) $ 2,524,155 $ 72,839 $ 158,512

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

Three Months Ended September 30, 2022 Refining Logistics Retail

Product or service:

Gasoline $ 532,864 $ — $ 118,320

Distillates (1) 861,298 — 13,296

Other refined products (2) 577,665 — —

Merchandise — — 24,800

Transportation and terminalling services — 54,635 —

Other revenue 2,874 — 969

Total segment revenues (3) $ 1,974,701 $ 54,635 $ 157,385

Nine Months Ended September 30, 2023 Refining Logistics Retail

Three Months Ended March 31, 2024 Refining Logistics Retail

Product or service:

6 unchanged sentences

Total segment revenues (3) $ 1,926,616 $ 71,842 $ 140,134

Nine Months Ended September 30, 2022 Refining Logistics Retail

Three Months Ended March 31, 2023 Refining Logistics Retail

Product or service:

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

For the Interim Periods Ended March 31, 2024 and 2023

Note 7— Inventories

Inventories at September 30, 2023 and December 31, 2022 consisted of the following (in thousands):

Inventories at March 31, 2024, and December 31, 2023, consisted of the following (in thousands):

Titled Inventory Supply and Offtake Agreement (1) Total

September 30, 2023

March 31, 2024

Crude oil and feedstocks $ 201,617 $ 211,821 $ 413,438

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(1) Please read Note 9—Inventory Financing Agreements for further information.

(2) Includes $ 223.4 million and $ 258.2 million of RINs and environmental credits, reported at the lower of cost or net realizable value, as of September 30, 2023 and December 31, 2022, respectively.

RINs and environmental credit obligations of $ 326.6 million and $ 549.8 million, reported at market value, are included in Other accrued liabilities on our condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively.

If we marked our RINs and environmental credits to fair market value, our net environmental credit obligations would have been $ 91.1 million and $ 152.6 million as of September 30, 2023 and December 31, 2022, respectively.

As of September 30, 2023 and December 31, 2022, there was no reserve for the lower of cost or net realizable value of inventory.

As of September 30, 2023 and December 31, 2022, the excess of current replacement cost over the last-in, first-out (“LIFO”) inventory carrying value at the Washington refinery was approximately $ 63.4 million and $ 46.4 million, respectively.

(2) Includes $ 128.7 million and $ 237.6 million of RINs and environmental credits, reported at the lower of cost or net realizable value, as of March 31, 2024 and December 31, 2023, respectively.

Our renewable volume obligation and other gross environmental credit obligations of $ 134.5 million and $ 286.9 million, are included in Other accrued liabilities on our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively.

As of March 31, 2024 and December 31, 2023, there was no reserve for the lower of cost or net realizable value of inventory.

As of March 31, 2024 and December 31, 2023, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 42.8 million and $ 36.1 million, respectively.

Note 8— Prepaid and Other Current Assets

Prepaid and other current assets at September 30, 2023 and December 31, 2022 consisted of the following (in thousands):

September 30, 2023 December 31, 2022

Prepaid and other current assets at March 31, 2024 and December 31, 2023 consisted of the following (in thousands):

March 31, 2024 December 31, 2023

Advances to suppliers for crude purchases $ — $ 65,531

Collateral posted with broker for derivative instruments (1) 5,855 21,763

Billings Acquisition deposit (2) — 30,000

Prepaid insurance 13,521 20,235

Derivative assets 16,230 43,356

Prepaid environmental credits — 20,756

Other 12,714 10,764

3 unchanged sentences

Please read Note 12—Derivatives for further information.

(2) Please read Note 5—Acquisitions for further information.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

Note 9— Inventory Financing Agreements

The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands):

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Supply and Offtake Agreement

$ 662,688 $ 594,362

Washington Refinery Intermediation Agreement 161,690 160,554

LC Facility due 2024

Obligations under inventory financing agreements $ 662,688 $ 594,362

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2024 and 2023

Supply and Offtake Agreement

Under the Second Amended and Restated Supply and Offtake Agreement (as amended, the “Supply and Offtake Agreement”), J.

Aron & Company LLC (“J.

Aron”) finances the majority of the crude oil utilized at the Hawaii refinery, holds legal title to the crude oil stored in our storage tanks before processing until title passes to us at the tank outlet, and buys refined products produced at our Hawaii refinery, after which we repurchase the refined products prior to selling them to our retail locations or third parties.

Under the Supply and Offtake Agreement, J.

Aron may enter into agreements with third parties whereby J.

Aron remits payments to these third parties for refinery procurement contracts for which we will become immediately obligated to reimburse J.

The Supply and Offtake Agreement expires May 31, 2024 (as extended, the “Expiration Date”), subject to a one-year extension at the mutual agreement of the parties at least 120 days prior to the Expiration Date.

The Supply and Offtake Agreement also makes available a discretionary draw facility (the “Discretionary Draw Facility”) to Par Hawaii Refining, LLC (“PHR”).

On April 25, 2022, we entered into an amendment (the “S&O Amendment”) to the Supply and Offtake Agreement which, among other things, amended the maximum commitment amount under the Discretionary Draw Facility from $ 165 million to $ 215 million.

The S&O Amendment further increased the limit in the borrowing base for eligible hydrocarbon inventory from $ 82.5 million to $ 107.5 million.

The S&O Amendment further requires a $ 5.0 million reserve against the borrowing base at any time more than $ 165 million is outstanding in discretionary draw advances made to PHR;

the reserve may be reduced by the posting of cash collateral by PHR in accordance with the terms of the S&O Amendment.

On February 13, 2023, we entered into an amendment to the Supply and Offtake Agreement to, among other things, facilitate entry into the Term Loan Credit Agreement.

On June 21, 2023, we entered into an amendment (the “June 2023 S&O Amendment”) to the Supply and Offtake Agreement to establish the Secured Overnight Financing Rate ("SOFR"), as defined in the Supply and Offtake Agreement, as the benchmark rate in replacement of the London Interbank Offered Rate ("LIBOR") and revise certain other terms and conditions, effective July 1, 2023.

On July 26, 2023, we entered into an amendment (the “July 2023 S&O Amendment”) to the Supply and Offtake Agreement which, among other things, allowed PHR to enter into a crude oil procurement contract supported by a letter of credit under the LC Facility (as defined below) and have its purchases funded by J.

Aron, subject to certain conditions.

Please read below for further information on the LC Facility.

We have a supply and offtake agreement with J.

Aron to support our Hawaii refining operations (the “Supply and Offtake Agreement").

Under the Supply and Offtake Agreement, we pay or receive certain fees from J.

Aron based on changes in market prices over time.

In 2021 and 2022, we entered into multiple contracts to fix certain market fees for the period from January 2022 through May 2022 for $ 8.7 million.

For the three and nine months ended September 30, 2023, we did not enter into any contracts to fix market fees related to our Supply and Offtake Agreement.

We had no fixed market fees due to or from J.

Aron as of September 30, 2023 and December 31, 2022.

The amount due to or from J.

Aron was recorded as an adjustment to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement.

We did not recognize any fixed market fees for the three and nine months ended September 30, 2023 or for the three months ended September 30, 2022.

We recognized fixed market fees of $ 8.8 million for the nine months ended September 30, 2022, which were included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations.

The Supply and Offtake Agreement expires May 31, 2024 (as extended, the “Expiration Date”).

LC Facility due 2024

On July 26, 2023, PHR, as borrower, the lenders and letter of credit issuing banks party thereto (collectively, the “LC Facility Lenders”), MUFG Bank, Ltd., as administrative agent (the “LC Facility Agent”), sub-collateral agent, joint lead arranger and sole bookrunner, Macquarie Bank Limited, as joint lead arranger, and U.S.

Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”), entered into an Uncommitted Credit Agreement (the “LC Facility Agreement”) whereby the LC Facility Lenders agree, on an uncommitted and absolutely discretionary basis, to consider making revolving credit loans and issuing and participating in letters of credit in the maximum available amount of $ 120.0 million in the aggregate (the “LC Facility”) with the right to request an increase up to $ 350.0 million in the aggregate, subject to certain conditions.

Letters of credit issued under the LC Facility are intended to finance and provide credit support for certain of PHR’s

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

purchases of crude oil.

In addition, revolving credit loans may be used to pay suppliers.

The LC Facility will mature on July 25, 2024, unless the obligations are accelerated and the maximum credit limits of the LC Facility Lenders are terminated prior to such date.

The revolving credit loans under the LC Facility bear interest at a 1) SOFR rate plus the applicable margin of 2.5 %, 2) cost of funds rate plus applicable margin of 2.5 % or) alternate base rate plus 1.5 %, as more particularly described in the LC Facility Agreement.

PHR has agreed to pay certain fees and commissions with respect to letters of credit under the LC Facility, including, but not limited to, a letter of credit commission, in an amount equal to the greater of $ 750 (in dollars) and (1) 2.00 % per annum of the face amount of any trade letter of credit, or (2) 2.25 % per annum of the face amount of any performance letter of credit, each payable monthly in arrears.

In addition, PHR shall pay a fronting fee equal to 0.25 % of the face amount of each letter of credit issued by a letter of credit issuing bank, payable monthly in arrears.

The LC Facility Agreement requires PHR to comply with various covenants, including compliance with the minimum liquidity covenant.

PHR agrees that it shall not permit the liquidity of PHR for any three consecutive business days to be less than $ 15 million at any time, with at least $ 15 million of such liquidity consisting of cash and cash equivalents.

PHR has granted a lien and security interest in certain of its assets to the Collateral Agent.

PHR is also required to provide cash collateral to the LC Facility Agent as a condition to issuance of certain letters of credit.

Washington Refinery Intermediation Agreement

The Washington Refinery Intermediation Agreement with Merrill Lynch Commodities, Inc.

(“MLC”) provides a structured financing arrangement based on U.S.

Oil & Refining Co.

“USOR” and certain affiliated entities’ crude oil and refined products inventories and associated accounts receivable.

On May 9, 2022, we and MLC amended the Washington Refinery Intermediation Agreement to increase the maximum borrowing capacity under the MLC receivable advances from $ 90 million to $ 115 million.

On August 11, 2022, we and MLC entered into an amendment to the Washington Refinery Intermediation Agreement to establish the adjusted three-month term SOFR rate as the benchmark rate in replacement of the LIBOR rate and revise certain other terms and conditions.

On November 2, 2022, we and MLC amended the Washington Refinery Intermediation Agreement to further extend the term through March 31, 2024 and reduce the maximum borrowing capacity to $ 110 million.

On February 28, 2023, we and MLC amended the Washington Refinery Intermediation Agreement to facilitate entry into the Term Loan Credit Agreement, and on April 26, 2023, we and MLC amended the Washington Refinery Intermediation Agreement to facilitate entry into the ABL Credit Facility.

On October 4, 2023, USOR entered into a Wind-Down and Termination Agreement;

please read Note 20—Subsequent Events for further information

The following table summarizes our outstanding borrowings, letters of credit, and contractual undertaking obligations under the intermediation agreements (in thousands):

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Discretionary Draw Facility

5 unchanged sentences

Outstanding borrowings (1)

34,090 56,601

Borrowing capacity

72,090 56,601

LC Facility due 2024

1 unchanged sentence

Borrowing capacity

120,000 120,000

MLC issued letters of credit — —

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

For the Interim Periods Ended March 31, 2024 and 2023

The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Net fees and expenses:

3 unchanged sentences

Washington Refinery Intermediation Agreement

Inventory intermediation fees $ 750 $ 750 $ 2,250 $ 2,250

Inventory intermediation fees (benefits) $ — $ 750

Interest expense and financing costs, net — 2,659

2 unchanged sentences

___________________________________________________

(1) Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 5.1 million and $ 30.2 million for the three months ended September 30, 2023 and 2022 and $ 9.3 million and $ 54.1 million for the nine months ended September 30, 2023 and 2022, respectively.

The Supply and Offtake Agreement and the Washington Refinery Intermediation Agreement also provide us with the ability to economically hedge price risk on our inventories and crude oil purchases.

(1) Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 8.8 million and $ 2.4 million for the three months ended March 31, 2024 and 2023, respectively.

The Supply and Offtake Agreement also provide us with the ability to economically hedge price risk on our inventories and crude oil purchases.

Please read Note 12—Derivatives for further information.

Note 10— Other Accrued Liabilities

Other accrued liabilities at September 30, 2023 and December 31, 2022 consisted of the following (in thousands):

September 30, 2023 December 31, 2022

Other accrued liabilities at March 31, 2024 and December 31, 2023 consisted of the following (in thousands):

March 31, 2024 December 31, 2023

Accrued payroll and other employee benefits $ 19,998 $ 40,533

Gross environmental credit obligations (1) 326,598 549,791

Environmental credit obligations (1) 134,493 286,904

Derivative liabilities 22,579 27,725

Deferred revenue 21,553 15,220

Other 40,404 51,380

1 unchanged sentence

___________________________________________________

(1) Gross environmental credit obligations are stated at market as of September 30, 2023 and December 31, 2022.

(1) Please read Note 13—Fair Value Measurements for further information.

A portion of these obligations are expected to be settled with our RINs assets and other environmental credits, which are presented as Inventories on our condensed consolidated balance sheet and are stated at the lower of cost or net realizable value.

The carrying costs of these assets were $ 223.4 million and $ 258.2 million as of September 30, 2023 and December 31, 2022, respectively.

If we marked our RINs and environmental credits to fair market value, our net environmental credit obligations at market value would have been $ 91.1 million and $ 152.6 million as of September 30, 2023 and December 31, 2022, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

The carrying costs of these assets were $ 128.7 million and $ 237.6 million as of March 31, 2024 and December 31, 2023, respectively.

Note 11— Debt

The following table summarizes our outstanding debt (in thousands):

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

ABL Credit Facility due 2028

$ 105,000 $ 115,000

Term Loan Credit Agreement due 2030

7.75 % Senior Secured Notes due 2025

Term Loan B Facility due 2026 — 203,125

12.875 % Senior Secured Notes due 2026

544,500 545,875

Other long-term debt 4,589 4,746

4 unchanged sentences

Long-term debt, net of current maturities $ 635,283 $ 646,603

As of September 30, 2023, we had $ 49.4 million in letters of credit outstanding under the ABL Credit Facility, as defined below.

As of December 31, 2022, we had $ 19.5 million in letters of credit outstanding under the Prior ABL Credit Facility, as defined below.

We had $ 70.0 million and $ 5.9 million in cash-collateralized letters of credit and surety bonds outstanding as of September 30, 2023 and December 31, 2022, respectively, under agreements with MLC and under certain other facilities.

Under the ABL Credit Facility and the Term Loan Credit Agreement, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions.

ABL Credit Facility due 2028

On April 26, 2023, in connection with the Billings Acquisition, we repaid in full and terminated the loan and security agreements with certain lenders and Bank of America, N.A., as administrative agent and collateral agent (as amended from time to time, “Prior ABL Credit Facility”) and entered into an Asset-Based Revolving Credit Agreement with certain lenders, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (as amended from time to time, the “ABL Credit Facility”), providing for a senior secured asset-based revolving credit facility in an initial aggregate principal amount of up to $ 150 million and secured by a first priority lien over certain of our assets and other personal property, subject to certain customary exceptions.

In accordance with ASC Topic 470, "Debt", we accounted for the ABL Credit Facility as a debt m odification and unamortized deferred financing costs/modification costs o f $ 0.7 million were rolled into the ABL Credit Facility which will be amortized over the remaining term of the ABL Credit Facility .

On May 30, 2023, the ABL Credit Facility was amended (“ABL Credit Facility Billings Amendment”) in order to, among other things, increase the commitment amount by $ 450 million, adjust the borrowing base to account for the Billings Acquisition assets, and fund an escrow account to purchase a portion of the hydrocarbon inventory associated with the Billings Acquisition.

Initially the ABL Credit Facility permitted the issuance of letters of credit of up to $ 65 million, with the ABL Credit Facility Billings Amendment this amount increased to $ 250 million.

The ABL Credit Facility will mature, and the commitments thereunder will terminate on April 26, 2028.

On October 4, 2023, we entered into the Second Amendment to the ABL Credit Facility;

please read Note 20—Subsequent Events for further information.

As of September 30, 2023, the ABL Credit Facility had no outstanding revolving loans , $ 49.4 million in letters of credit outstanding, and a borrowing base of approxi mately $ 424.0 million.

The interest rates applicable to borrowings under the ABL Credit Facility is based on a fluctuating rate of interest measured by reference to either, at our option, (i) a base rate, plus an applicable margin, or (ii) an Adjusted Term SOFR rate, plus an applicable margin.

The initial applicable margin for borrowings under the Facilities is 0.50 % per annum with respect to base rate borrowings and 1.50 % per annum with respect to SOFR borrowings, and the applicable margin for such borrowings after June 30, 2023 will be based on the our quarterly average excess availability as determined by reference to a borrowing base, ranging from 0.25 % per annum to 0.75 % per annum with respect to base rate borrowings and from 1.25 % per annum to

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

1.75 % per annum with respect to SOFR borrowings.

We will also pay a de minimis fee for any undrawn amounts available under the ABL Credit Facility.

The ABL Credit Facility includes certain customary affirmative and negative covenants, including a minimum financial fixed charge coverage ratio and a minimum Borrower Group Fixed Charge Coverage Ratio.

In addition, the covenants limit our ability and the ability of our restricted subsidiaries to incur indebtedness, grant liens, make investments, engage in acquisitions, mergers, or consolidations, engage in certain hedging transactions, and pay dividends and other restricted payments.

For the Interim Periods Ended March 31, 2024 and 2023

As of March 31, 2024 and December 31, 2023, we had $ 117.1 million and $ 133.7 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively.

We had $ 56.4 million and $ 56.2 million in surety bonds outstanding as of March 31, 2024 and December 31, 2023, respectively.

ABL Credit Facility due 2028

On April 26, 2023, in connection with the Billings Acquisition, we entered into an Asset-Based Revolving Credit Agreement with certain lenders, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (as amended from time to time, the “ABL Credit Facility”).

On March 22, 2024, we entered into the Third Amendment (the “Third Amendment”) to the ABL Credit Facility.

The Third Amendment provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $ 1.4 billion , (i i) future incremental increases up to $ 400 million, (iii) the joinder of PHR to the ABL Credit Facility as a Borrower and (iv) certain other amendments to the ABL Credit Facility to permit a new intermediation facility in favor of PHR, in each case subject to the satisfaction of certain conditions set forth in the Third Amendment, including the termination of the Company’s existing intermediation agreement with J.

We recorded deferred financing costs of $ 3.8 million related to the Third Amendment that will be amortized over the remaining term of the ABL Credit Facility.

As of March 31, 2024, the ABL Credit Facility had $ 105 million outstanding in revolving loans , and a borrowing base of approxi mately $ 567.5 million.

Term Loan Credit Agreement due 2030

1 unchanged sentence

Pursuant to the Term Loan Credit Agreement, the Lenders made an initial senior secured term loan in the principal amount of $ 550.0 million at a price equal to 98.5 % of its face value.

The initial loan bears interest at SOFR, as defined below.

The net proceeds were used to refinance our existing Term Loan B Facility and repurchase our outstanding 7.75 % Senior Secured Notes and 12.875 % Senior Secured Notes and any remaining net proceeds are expected to be used for general corporate purposes.

We recognized an aggregate of $ 2.8 million in debt modification costs in connection with the refinancing, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the nine months ended September 30, 2023.

The Term Loan Credit Agreement bears interest at a fluctuating rate per annum equal to either a SOFR rate or base rate “Base Rate”, provided that the Base Rate shall not be below 1.5 %, as defined in the Term Loan Credit Agreement.

The SOFR rate and Base Rate definitions are summarized below:

SOFR Rate loan Secured overnight financing rate plus the applicable margin of 4.250 % per annum with a stepdown in the applicable margin of 0.25 % in the event the Company’s credit rating is upgraded to Ba3/BB-,

Base Rate loan A per annum rate plus the applicable margin of 3.250 %.

The base rate is the greatest of:

• a rate as calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (“Federal Funds Rate”) for such day, plus 0.5 %;

• a rate equal to adjusted term SOFR for a one month interest period as of such day plus 1.0 %;

• a rate as announced by Wells Fargo (the “Prime Rate”).

The initial loan bears interest at Secured Overnight Financing Rate (“SOFR”).

The net proceeds were used to refinance our existing Term Loan B Facility, repurchase our outstanding 7.75 % Senior Secured Notes and 12.875 % Senior Secured Notes, and for general corporate purposes.

On April 8, 2024, we entered into Amendment No.

1 to Term Loan Credit Agreement;

please read Note 20—Subsequent Events for further information.

The Term Loan Credit Agreement requires quarterly payments of $ 1.4 million on the last business day of each March, June, September and December, commencing on June 30, 2023, with the balance due upon maturity.

1 unchanged sentence

7.75 % Senior Secured Notes due 2025

On December 21, 2017, Par Petroleum, LLC and Par Petroleum Finance Corp.

(collectively, the “Issuers”), both our wholly owned subsidiaries, completed the issuance and sale of $ 300 million in aggregate principal amount of 7.75 % Senior Secured Notes in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended.

On February 28, 2023, we repurchased and cancelled $ 260.6 million in aggregate principal amount of the 7.75 % Senior Secured Notes at a repurchase price of 102.120 % of the aggregate principal amount repurchased.

On March 17, 2023, we repurchased and cancelled all remaining outstanding 7.75 % Senior Secured Notes at a repurchase price of 101.938 % of the aggregate principal amount repurchased.

In connection with the termination of the 7.75 % Senior Secured Notes, we recognized debt extinguishment costs of $ 5.9 million associated with debt repurchase premiums and $ 3.4 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the nine months ended September 30, 2023.

Our 7.75 % Senior Secured Notes bore interest at a rate of 7.750 % per year (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2018) and were due to mature on December 15, 2025.

Our 7.75 % Senior Secured Notes bore interest at a rate of 7.750 % per year (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2018).

Term Loan B Facility due 2026

On January 11, 2019, the Issuers entered into a new term loan facility with Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto from time to time (the “Term Loan B Facility”).

On February 28, 2023, we terminated and repaid all amounts outstanding under the Term Loan B Facility.

We recognized debt extinguishment costs of $ 1.7 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the nine months ended September 30, 2023.

The Term Loan B Facility bore interest at a rate per annum equal to Adjusted LIBOR (as defined in the Term Loan B Facility) plus an applicable margin of 6.75 % or at a rate per annum equal to Alternate Base Rate (as defined in the Term Loan B Facility) plus an applicable margin of 5.75 %.

In addition to the quarterly interest payments, the

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

Term Loan B Facility required quarterly principal payments of $ 3.1 million.

The Term Loan B Facility was due to mature on January 11, 2026.

For the Interim Periods Ended March 31, 2024 and 2023

Term Loan B Facility bore interest at a rate per annum equal to Adjusted LIBOR (as defined in the Term Loan B Facility) plus an applicable margin of 6.75 % or at a rate per annum equal to Alternate Base Rate (as defined in the Term Loan B Facility) plus an applicable margin of 5.75 %.

In addition to the quarterly interest payments, the Term Loan B Facility required quarterly principal payments of $ 3.1 million.

12.875 % Senior Secured Notes due 2026

On June 5, 2020, the Issuers completed the issuance and sale of $ 105.0 million in aggregate principal amount of 12.875 % Senior Secured Notes in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended.

On February 28, 2023, we repurchased and cancelled $ 29 million in aggregate principal amount of the 12.875 % Senior Secured Notes at a repurchase price of 109.044 % of the aggregate principal amount repurchased.

On March 17, 2023, we repurchased and cancelled all remaining outstanding 12.875 % Senior Secured Notes at a repurchase price of 108.616 % of the aggregate principal amount repurchased.

In connection with the termination of the 12.875 % Senior Secured Notes, we recognized debt extinguishment costs of $ 2.8 million associated with debt repurchase premiums and $ 1.1 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the nine months ended September 30, 2023.

The 12.875 % Senior Secured Notes bore interest at an annual rate of 12.875 % per year (payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2021) and were due to mature on January 15, 2026.

The 12.875 % Senior Secured Notes bore interest at an annual rate of 12.875 % per year (payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2021).

Other long-term debt

4 unchanged sentences

Included within each of our debt agreements are affirmative and negative covenants, and customary cross default provisions, that require the repayment of amounts outstanding on demand unless the triggering payment default or acceleration is remedied, rescinded, or waived.

As of September 30, 2023, we were in compliance with all of our debt instruments.

As of March 31, 2024, we were in compliance with all of our debt instruments .

In connection with our shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (“SEC”) and became automatically effective on February 14, 2022 (“Registration Statement”), we may sell non-convertible debt securities and other securities in one or more offerings with an aggregate initial offering price of up to $ 750.0 million.

5 unchanged sentences

Please read Note 13—Fair Value Measurements for the gross fair value and net carrying value of our derivative instruments.

Our open futures and over-the-counter (“OTC”) swaps at September 30, 2023, will settle by December 2024.

At September 30, 2023, our open commodity derivative contracts represented (in thousands of barrels):

Our open futures and over-the-counter (“OTC”) swaps expire in March 2025 .

At March 31, 2024, our open commodity derivative contracts represented (in thousands of barrels):

Contract Type Purchases Sales Net

5 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

At September 30, 2023, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries.

The following table provides information on these option collars at our refineries as of September 30, 2023:

Average barrels per month 168,333 146,500

For the Interim Periods Ended March 31, 2024 and 2023

At March 31, 2024, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries.

The following table provides information on these option collars at our refineries as of March 31, 2024:

Total open option collars 1,175

Weighted-average strike price - floor (in dollars) $ 61.59

Weighted-average strike price - ceiling (in dollars) $ 82.65

Earliest commencement date September 2023 January 2024

Furthest expiry date December 2023 June 2024

At September 30, 2023, we also had open exchange traded future contracts for certain environmental credits that economically hedge a portion of our environmental credit obligations.

Our open environmental credit derivative contracts represented 750 thousand credits and will deliver by December 2023.

Earliest commencement date April 2024

Furthest expiry date December 2024

Interest Rate Derivatives

We are exposed to interest rate volatility in our ABL Credit Facility, LC Facility, Term Loan Credit Agreement, Supply and Offtake Agreement, and Washington Refinery Intermediation Agreement.

We are exposed to interest rate volatility in our ABL Credit Facility, LC Facility, Term Loan Credit Agreement, and the Supply and Offtake Agreement.

We may utilize interest rate swaps to manage our interest rate risk.

On April 12, 2023, we entered into an interest rate collar transaction to manage our interest rate risk on the Term Loan Credit Agreement.

The interest rate collar agreement reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $ 300.0 million as of September 30, 2023.

On April 12, 2023, we entered into an interest rate collar transaction to manage our interest rate risk related to the Term Loan Credit Agreement.

The interest rate collar agreement reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $ 300.0 million as of March 31, 2024.

The terms of the agreement provide for an interest rate cap of 5.50 % and floor of 2.30 %, based on the three month SOFR as of the fixing date.

3 unchanged sentences

The interest rate collar transaction expires on May 31, 2026.

As of December 31, 2022, we did not hold any interest rate derivative instruments.

The following table provides information on the fair value amounts (in thousands) of these derivatives as of September 30, 2023 and December 31, 2022, and their placement within our condensed consolidated balance sheets.

Balance Sheet Location September 30, 2023 December 31, 2022

The following table provides information on the fair value amounts (in thousands) of these derivatives as of March 31, 2024 and December 31, 2023, and their placement within our condensed consolidated balance sheets.

Balance Sheet Location March 31, 2024 December 31, 2023

Asset (Liability)

Commodity derivatives (1) Prepaid and other current assets $ 16,048 $ 43,356

Commodity derivatives Other accrued liabilities ( 33,980 ) ( 10,989 )

Environmental credit derivatives

Commodity derivatives (2)

Other accrued liabilities ( 22,015 ) ( 530 )

Aron repurchase obligation derivative Obligations under inventory financing agreements ( 22,208 ) ( 392 )

MLC terminal obligation derivative Obligations under inventory financing agreements ( 6,429 ) 14,435

Interest rate derivatives Other long-term assets 23 —

Interest rate derivatives Other liabilities — ( 821 )

_________________________________________________________

(1) Does not include cash collateral of $ 22.8 million and $ 40.8 million recorded in Prepaid and other current assets as of September 30, 2023 and December 31, 2022, respectively, and $ 9.5 million in Other long-term assets as of both September 30, 2023 and December 31, 2022.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

(1) Does not include cash collateral of $ 5.9 million and $ 21.8 million recorded in Prepaid and other current assets as of March 31, 2024 and December 31, 2023, respectively, and $ 9.5 million in Other long-term assets as of both March 31, 2024 and December 31, 2023.

Does not include $ 0.2 million recorded in Prepaid and other current assets as of March 31, 2024, related to realized derivatives receivable.

(2) Does not include $ 0.6 million and $ 27.2 million recorded in Other accrued liabilities as of March 31, 2024 and December 31, 2023, respectively, related to realized derivatives payable.

The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Statement of Operations Location 2024 2023

3 unchanged sentences

Interest rate derivatives Interest expense and financing costs, net 844 —

PAR PACIFIC HOLDINGS, INC.

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2024 and 2023

Note 13— Fair Value Measurements

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Purchase Price Allocation of Billings Acquisition

The preliminary fair values of the assets acquired and liabilities assumed as a result of the Billings Acquisition were estimated as of June 1, 2023, the date of the acquisition, using valuation techniques described in notes (1) through (5) below.

The fair values of the assets acquired and liabilities assumed as a result of the Billings Acquisition were estimated as of June 1, 2023, the date of the acquisition, using valuation techniques described in notes (1) through (5) below.

Fair Value Technique

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(1) Current assets acquired and liabilities assumed were recorded at their net realizable value.

Other long-term assets includes preliminary costs for future turnarounds that were recently incurred and were recorded at their net realizable value.

Other long-term assets includes preliminary costs for future turnarounds that were recently incurred and were recorded at their net realizable values.

(2) The fair value of personal property was estimated using the cost approach.

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Under the market approach, we estimated fair value using observable multiples for comparable companies in the investments’ industries.

These valuation methods require us

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

to make significant estimates and assumptions regarding future cash flows, capital projects, commodity prices, long-term growth rates, and discount rates.

These valuation methods require us to make significant estimates and assumptions regarding future cash flows, capital projects, commodity prices, long-term growth rates, and discount rates.

We consider this to be a Level 3 fair value measurement.

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We consider this to be a Level 3 fair value measurement.

Equity Method Investments

We evaluate equity method investments for impairment when factors indicate that a decrease in the value of our investment has occurred and the carrying amount of our investment may not be recoverable.

An impairment loss, based on the difference between the carrying value and the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Derivative Instruments

We utilize commodity derivative contracts to manage our price exposure to our inventory positions, future purchases of crude oil, future purchases and sales of refined products, and cost of crude oil consumed in the refining process.

We utilize exchange traded futures contracts to manage a portion of our cost for credits required by certain environmental agencies to offset our carbon emissions.

We also utilize interest rate swaps to manage our interest rate risk.

We classify financial assets and liabilities according to the fair value hierarchy.

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Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability.

Our Level 2 instruments include OTC swaps and options.

Our Level 2 instruments include

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2024 and 2023

OTC swaps and options.

These derivatives are valued using market quotations from independent price reporting agencies and commodity exchange price curves that are corroborated with market data.

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The valuation of the embedded derivatives related to our J.

Aron repurchase and MLC terminal obligations is based on estimates of the prices and differentials assuming settlement at the end of the reporting period.

Aron repurchase obligation is based on estimates of the prices and differentials assuming settlement at the end of the reporting period.

Estimates of the J.

Aron and MLC settlement prices are based on observable inputs, such as Brent and West Texas Intermediate Crude Oil (“WTI”) indices, and unobservable inputs, such as contractual price differentials as defined in the Supply and Offtake Agreement and Washington Refinery Intermediation Agreement.

Such contractual differentials vary by location and by the type of product, have a weighted average premium of $ 17.98 , and range from a discount of $ 6.18 per barrel to a premium of $ 67.61 per barrel as of September 30, 2023.

Aron settlement prices are based on observable inputs, such as Brent indices, and unobservable inputs, such as contractual price differentials as defined in the Supply and Offtake Agreement.

Such contractual differentials vary by location and by the type of product, have a weighted average premium of $ 9.46 , and range from a discount of $ 6.99 per barrel to a premium of $ 36.46 per ba rrel as of March 31, 2024.

Contractual price differentials are considered unobservable inputs;

therefore, these embedded derivatives are classified as Level 3 instruments.

We did not have other commodity derivatives classified as Level 3 at September 30, 2023, or December 31, 2022.

We do not have other commodity derivatives classified as Level 3 at March 31, 2024, or December 31, 2023.

Please read Note 12—Derivatives for further information on derivatives.

The embedded derivative related to our MLC terminal obligation and certain commodity derivative contracts were terminated along with the wind-down of the Washington Refinery Intermediation Agreement on October 4, 2023.

Please read Note 20—Subsequent Events for further information.

Gross Environmental Credit Obligations

Estimates of our gross environmental credit obligations are based on the amount of RINs or other environmental credits required to comply with U.S.

Environmental Protection Agency (“EPA”) and the State of Washington’s regulations and the market prices of those RINs or other environmental credits as of the end of the reporting period.

The gross environmental credit obligations are classified as Level 2 instruments as we obtain the pricing inputs for our RINs and other environmental credits from brokers based on market quotes on similar instruments.

Please read Note 15—Commitments and Contingencies for further information on the EPA and the State of Washington’s regulations related to greenhouse gases.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

During the quarter ended December 31, 2023, we had a change in estimate in our valuation of our gross environmental credit obligations due to the settlement of all outstanding prior period environmental credit obligations.

Beginning in the fourth quarter of 2023, the portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits.

The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period and classified as Level 2 instruments as we obtain the pricing inputs for the RINs and other environmental credits from brokers based on market quotes on similar instruments.

Please read Note 15—Commitments and Contingencies for further information on the U.S.

Environmental Protection Agency (“EPA”) regulations related to greenhouse gases.

Financial Statement Impact

Fair value amounts by hierarchy level as of September 30, 2023 and December 31, 2022, are presented gross in the tables below (in thousands):

September 30, 2023

Fair value amounts by hierarchy level as of March 31, 2024 and December 31, 2023, are presented gross in the tables below (in thousands):

March 31, 2024

Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1)

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Aron repurchase obligation derivative — — ( 22,208 ) ( 22,208 ) — ( 22,208 )

MLC terminal obligation derivative — — ( 6,429 ) ( 6,429 ) — ( 6,429 )

Gross environmental credit obligations (2) (3)

— ( 13,439 ) — ( 13,439 ) — ( 13,439 )

Total liabilities $ ( 144,686 ) $ ( 204,293 ) $ ( 22,208 ) $ ( 371,187 ) $ 313,525 $ ( 57,662 )

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2024 and 2023

December 31, 2023

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Aron repurchase obligation derivative — — ( 392 ) ( 392 ) — ( 392 )

MLC terminal obligation derivative — — 14,435 14,435 — 14,435

Interest rate derivatives — ( 821 ) — ( 821 ) — ( 821 )

Gross environmental credit obligations (2) (3)

— ( 54,245 ) — ( 54,245 ) — ( 54,245 )

Total liabilities $ ( 92,417 ) $ ( 195,088 ) $ ( 392 ) $ ( 287,897 ) $ 231,909 $ ( 55,988 )

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(1) Does not include cash collateral of $ 32.4 million and $ 50.3 million as of September 30, 2023 and December 31, 2022, respectively, included within Prepaid and other current assets and Other long-term assets on our condensed consolidated balance sheets.

(2) Does not include RINs assets and other environmental credits of $ 223.4 million and $ 258.2 million presented as Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of September 30, 2023 and December 31, 2022, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

(1) Does not include cash collate ral of $ 15.4 million and $ 31.3 million as of March 31, 2024 and December 31, 2023, respectively, included within Prepaid and other current assets and Other long-term assets on our condensed consolidated balance sheets.

(2) Does not include RINs assets and other environmental credits of $ 128.7 million and $ 237.6 million presented as Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of March 31, 2024 and December 31, 2023, respectively.

(3) Does not include environmental liabilities of $ 140.3 million and $ 232.7 million satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits included in Other Accrued Liabilities on our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively.

A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Balance, at beginning of period $ ( 392 ) $ 2,279

Settlements — ( 4,615 )

Total gains (losses) included in earnings (1) ( 88,960 ) 77,274 ( 79,965 ) ( 42,958 )

Total losses included in earnings (1) ( 21,816 ) ( 3,643 )

Balance, at end of period $ ( 22,208 ) $ ( 5,979 )

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(1) Included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations.

The carrying value and fair value of long-term debt and other financial instruments as of September 30, 2023 and December 31, 2022 are as follows (in thousands):

September 30, 2023

The carrying value and fair value of long-term debt and other financial instruments as of March 31, 2024 and December 31, 2023 are as follows (in thousands):

March 31, 2024

Carrying Value Fair Value

ABL Credit Facility due 2028 (2)

$ 105,000 $ 105,000

LC Facility due 2024 (2)

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Other long-term debt (1) 4,589 4,310

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2024 and 2023

December 31, 2023

Carrying Value Fair Value

Prior ABL Credit Facility due 2025 (2) $ — $ —

7.75 % Senior Secured Notes due 2025 (1) (3)

277,137 276,785

Term Loan B Facility due 2026 (1) (3)

198,268 201,094

12.875 % Senior Secured Notes due 2026 (1) (3)

30,127 34,029

ABL Credit Facility due 2028 (2) $ 115,000 $ 115,000

LC Facility due 2024 (2) — —

Term Loan Credit Agreement due 2030 (1) 531,112 545,875

Other long-term debt (1) 4,746 4,387

_________________________________________________________

(1) The fair value measurements of the Term Loan Credit Agreement, Other long-term debt, 7.75 % Senior Secured Notes, Term Loan B Facility, and 12.875 % Senior Secured Notes are considered Level 2 measurements in the fair value hierarchy as discussed below.

(2) The fair value measurement of the ABL Credit Facility, LC Facility, and the Prior ABL Credit Facility is considered a Level 3 measurement in the fair value hierarchy.

(3) The 7.75 % Senior Secured Notes, Term Loan B Facility, and 12.875 % Senior Secured Notes were fully repaid in 2023, please read Note 11—Debt for more information.

The fair value of the Term Loan Credit Agreement, Other long-term debt, 7.75 % Senior Secured Notes, Term Loan B Facility, and 12.875 % Senior Secured Notes were determined using a market approach based on quoted prices.

The inputs used to measure the fair value are classified as Level 2 inputs within the fair value hierarchy because the Term Loan Credit Agreement, Other long-term debt, 7.75 % Senior Secured Notes, Term Loan B Facility, and 12.875 % Senior Secured Notes may not be actively traded.

The carrying value of our ABL Credit Facility was determined to approximate fair value as of September 30, 2023.

(1) The fair value measurements of the Term Loan Credit Agreement and Other long-term debt are considered Level 2 measurements in the fair value hierarchy as discussed below.

(2) The fair value measurements of the ABL Credit Facility and LC Facility are considered Level 3 measurements in the fair value hierarchy.

The fair values of the Term Loan Credit Agreement and Other long-term debt were determined using a market approach based on quoted prices and the inputs used to measure the fair value are classified as Level 2 inputs within the fair value hierarchy.

The carrying value of our ABL Credit Facility was determined to approximate fair value as of March 31, 2024.

The fair value of all non-derivative financial instruments recorded in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, and current liabilities, including accounts payable, approximate their carrying value due to their short-term nature.

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

The following table provides information on the amounts (in thousands) of our right-of-use assets (“ROU assets”) and liabilities as of September 30, 2023 and December 31, 2022 and their placement within our condensed consolidated balance sheets:

Lease type Balance Sheet Location September 30, 2023 December 31, 2022

For the Interim Periods Ended March 31, 2024 and 2023

The following table provides information on the amounts (in thousands) of our right-of-use assets (“ROU assets”) and liabilities, weighted-average remaining lease term, and weighted average discount rate as of March 31, 2024 and December 31, 2023 and their placement within our condensed consolidated balance sheets:

Lease type Balance Sheet Location March 31, 2024 December 31, 2023

Finance Property, plant, and equipment $ 30,589 $ 28,264

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Finance Property, plant, and equipment, net $ 17,833 $ 16,052

Operating Operating lease right-of-use assets 329,428 350,761

Operating Operating lease right-of-use (“ROU”) assets

341,405 346,454

Total right-of-use assets $ 359,238 $ 362,506

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Total lease liabilities $ 367,315 $ 369,608

The following table summarizes the weighted-average lease terms and discount rates of our leases as of September 30, 2023 and December 31, 2022:

September 30, 2023 December 31, 2022

Weighted-average remaining lease term (in years)

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The following table summarizes the lease costs and income recognized in our condensed consolidated statements of operations (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Lease cost (income) type 2024 2023

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

For the Interim Periods Ended March 31, 2024 and 2023

The following table summarizes the supplemental cash flow information related to leases as follows (in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Lease type 2024 2023

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ROU assets terminated in exchange for release from operating lease liabilities 4,177 —

The table below includes the estimated future undiscounted cash flows for finance and operating leases as of September 30, 2023 (in thousands):

The table below includes the estimated future undiscounted cash flows for finance and operating leases as of March 31, 2024 (in thousands):

For the year ending December 31, Finance leases Operating leases Total

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_________________________________________________________

(1) Represents the period from October 1, 2023 to December 31, 2023.

(1) Represents the period from April 1, 2024 to December 31, 2024.

Additionally, we have $ 8.8 million in future undiscounted cash flows for operating leases that have not yet commenced.

At September 30, 2023 we have no finance leases that have not yet commenced.

These leases are expected to commence when the lessor has made the equipment or location available to us to operate or begin construction, respectively.

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In the ordinary course of business, we are a party to various lawsuits and other contingent matters.

Additionally, we assumed certain liabilities associated with the Billings Acquisition.

Please read Note 5—Acquisitions for further information.

We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable.

It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows.

Legal Proceedings and Related Matters

Tax and Related Matters

We are also party to various other legal proceedings, claims, and regulatory, tax or government audits, inquiries, and investigations that arise in the ordinary course of business.

For example, during the first quarter of 2022 we received a tax assessment in the amount of $ 1.4 million from the Washington Department of Revenue related to its audit of certain taxes allegedly payable on certain sales of raw vacuum gas oil that occurred between 2014 and 2016.

From time to time, PHR has appealed various tax assessments related to its land, buildings, and fuel storage tanks, and is currently appealing the City of Honolulu’s property tax assessment for tax year 2023.

During the first quarter of 2022, we received a tax assessment in the amount of $ 1.4 million from the Washington Department of Revenue related to its audit of certain taxes allegedly payable on certain sales of raw vacuum gas oil between 2014 and 2016.

We believe the Department of Revenue’s interpretation is in conflict with its prior guidance and we appealed in November 2022.

By opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in the Hawaii foreign trade zone from certain state taxes.

We and other similarly situated state taxpayers who had previously claimed such exemptions are currently being audited for certain prior tax periods.

Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, on camera and under seal in the first circuit court of the state of Hawaii alleging that Par Hawaii Refining, LLC, Par Pacific Holdings, Inc.

and certain unnamed defendants made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking

We and other similarly situated state taxpayers who had previously claimed such exemptions, certain of which we are contractually obligated to indemnify, are currently being audited for such prior tax periods.

Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, on camera and under seal in the first circuit court of the state of Hawaii alleging that PHR,

PAR PACIFIC HOLDINGS, INC.

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

unspecified damages, penalties, interest and injunctive relief.

For the Interim Periods Ended March 31, 2024 and 2023

Par Pacific Holdings, Inc.

and certain unnamed defendants made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking unspecified damages, penalties, interest and injunctive relief.

We dispute the allegations in the complaint and intend to vigorously defend ourselves in such proceeding.

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Hawaii Consent Decree

On July 18, 2016, PHR and subsidiaries of Tesoro entered into a consent decree with the EPA, the U.S.

Department of Justice and other state governmental authorities concerning alleged violations of the federal Clean Air Act related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro Corporation and its affiliates ("Consent Decree"), including our refinery in Kapolei, Hawaii, that we acquired from Tesoro in 2013.

On September 29, 2023, we received a letter from EPA related to the alleged violation of certain nitrogen oxides (“NOx”) and sulfur dioxide (“SO 2 ”) emission controls and monitoring requirements pursuant to the Consent Decree.

On July 18, 2016, PHR and subsidiaries of Tesoro Corporation (“Tesoro”) entered into a consent decree with the EPA, the U.S.

Department of Justice and other state governmental authorities concerning alleged violations of the federal Clean Air Act related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates (“Consent Decree”), including our refinery in Kapolei, Hawaii, that we acquired from Tesoro in 2013.

On September 29, 2023, we received a letter from EPA related to the alleged violation of certain air emission limits, controls, monitoring, and repair requirements under the Consent Decree.

We are unable to predict the cost to resolve these alleged violations, but resolution will likely involve financial penalties or impose capital expenditure requirements that could be material.

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Investigative work by Hermes Consolidated LLC, and its wholly owned subsidiary, Wyoming Pipeline Company (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts.

As of September 30, 2023, we have accrued $ 14.4 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years.

As of March 31, 2024, we have accrued $ 13.7 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years.

Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years and replace those impoundments with a new wastewater treatment system.

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Finally, among the various historic consent decrees, orders, and settlement agreements into which Wyoming Refining has entered, there are several penalty orders associated with exceedances of permitted limits by the Wyoming refinery’s wastewater discharges.

Although the frequency of these exceedances has declined over time, Wyoming Refining may become subject to new penalty enforcement action in the next several years, which could involve penalties that could be material.

PAR PACIFIC HOLDINGS, INC.

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

Washington Climate Commitment Act and Clean Fuel Standard

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The Washington CCA became effective in January 2023 and the first auction for emissions allowances took place in February 2023.

Additionally, a low carbon fuel standard (the “Clean Fuel Standard”) that limits carbon in transportation fuels and enables certain producers to buy or sell credits was also signed into law and became effective in 2023.

We will be required to purchase compliance credits or allowances if we are unable to reduce emissions at our Tacoma refinery or reduce the amount of carbon in the transportation fuels we sell in Washington, which could have a material impact on our financial condition, results of operations, or cash flows.

Additionally, a low carbon fuel standard (the “Clean Fuel Standard”) that limits carbon in transportation fuels and enables

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2024 and 2023

certain producers to buy or sell credits was also signed into law and became effective in 2023.

We are required to purchase compliance credits or allowances if we are unable to reduce emissions at our Tacoma refinery or reduce the amount of carbon in the transportation fuels we sell in Washington, which could have a material impact on our financial condition, results of operations, or cash flows.

During the third quarter of 2023, we received and responded to a civil investigative demand for information related to our compliance with the Washington CCA.

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In the near term, the RFS will be satisfied primarily with fuel ethanol blended into gasoline or by purchasing renewable credits, referred to as RINs, to maintain compliance.

For additional information, please read Item 1.

— Business — Environmental Regulations on our Annual Report on Form 10-K for the year ended December 31, 2022.

As of September 30, 2023, our estimate of the renewable volume obligation (“RVO”) liability for the 2022 compliance year is based on the RFS volumetric requirements which the EPA finalized on June 3, 2022.

Our RVO liability for the 2023 compliance year is based on the RFS volumetric requirements that were finalized by the EPA on June 21, 2023.

During the nine months ended September 30, 2023, we settled all of our 2020 and 2021 RVO liabilities, which resulted in a gain of $ 99.7 million associated with the difference between the carrying value of the RINs retired and the market value of the RVO settled.

This gain is included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations.

The RFS may present production and logistics challenges for both the renewable fuels and petroleum refining and marketing industries in that we may have to enter into arrangements with other parties or purchase D3 waivers from the EPA to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels.

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We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels.

Recovery Trusts

We emerged from the reorganization of Delta Petroleum Corporation (“Delta”) on August 31, 2012 (“Emergence Date”), when the plan of reorganization (“Plan”) was consummated.

On the Emergence Date, we formed the Delta Petroleum General Recovery Trust (“General Trust”).

The General Trust was formed to pursue certain litigation against third parties, including preference actions, fraudulent transfer and conveyance actions, rights of setoff and other claims, or causes of action under the U.S.

Bankruptcy Code and other claims and potential claims that Delta and its subsidiaries (collectively, “Debtors”) hold against third parties.

On February 27, 2018, the Bankruptcy Court entered its final decree closing the Chapter 11 bankruptcy cases of Delta and the other Debtors, discharging the trustee for the General Trust, and finding that all assets of the General Trust were resolved, abandoned, or liquidated and have been distributed in accordance with the requirements of the Plan.

In addition, the final decree required the Company or the General Trust, as applicable, to maintain the current accruals owed on account of the remaining claims of the U.S.

Government and Noble Energy, Inc.

As of September 30, 2023, two related claims totaling approximately $ 22.4 million remained to be resolved and we have accrued approximately $ 0.5 million representing the estimated value of claims remaining to be settled which are deemed probable and estimable at period end.

One of the two remaining claims was filed by the U.S.

Government for approximately $ 22.4 million relating to ongoing litigation concerning a plugging and abandonment obligation in Pacific Outer Continental Shelf Lease OCS-P 0320, comprising part of the Sword Unit in the Santa Barbara Channel, California.

The second unliquidated claim, which is related to the same plugging and abandonment obligation, was filed by Noble Energy Inc., the operator and majority interest owner of the Sword Unit.

We believe the probability of issuing stock to satisfy the full claim amount is remote, as the obligations upon

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

which such proof of claim is asserted are joint and several among all working interest owners and Delta, our predecessor, only owned an approximate 3.4 % aggregate working interest in the unit.

The settlement of claims is subject to ongoing litigation and we are unable to predict with certainty how many shares will be required to satisfy all claims.

Pursuant to the Plan, allowed claims are settled at a ratio of 54.4 shares per $1,000 of claim.

Note 16— Stockholders’ Equity

Share Repurchase Program

On November 10, 2021, the Board authorized and approved a share repurchase program for up to $ 50 million of the outstanding shares of the Company’s common stock, with no specified end date.

On August 2, 2023, the Board approved expanding the Company’s share repurchase authorization from $ 50 million to $ 250 million.

During the three and nine months ended September 30, 2023, 778 thousand and 889 thousand shares in total were repurchased under this share repurchase program for $ 27.3 million and $ 29.9 million, respectively.

During the three and nine months ended September 30, 2022, 58 thousand and 420 thousand shares were repurchased under this share repurchase program for $ 0.8 million and $ 5.8 million, respectively.

On November 10, 2021, the Board authorized and approved a share repurchase program for up to $ 50 million of shares of our common stock, with no specified end date.

On August 2, 2023, the Board expanded the share repurchase authorization from $ 50 million to $ 250 million.

During the three months ended March 31, 2024, 906 thousand shares were repurchased under this share repurchase program for $ 32.4 million.

The repurchased shares were retired by the Company upon receipt.

As of September 30, 2023, there was $ 213.6 million of authorization remaining under this share repurchase program.

During the three months ended March 31, 2023, no shares were repurchased under this share repurchase program.

As of March 31, 2024, there was $ 149.4 million of authorization remaining under this share repurchase program.

Incentive Plans

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2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands):

Three months ended September 30, Nine months ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Restricted Stock Awards $ 4,196 $ 1,395

1 unchanged sentence

Stock Option Awards 9,493 414

During the three and nine months ended September 30, 2023, we granted 14 thousand and 420 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 0.4 million and $ 11.0 million, respectively.

As of September 30, 2023, there were approximately $ 13.1 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.5 years.

During the nine months ended September 30, 2023, we granted no stock option awards.

As of September 30, 2023, there were approximately $ 2.4 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.5 years.

During the nine months ended September 30, 2023, we granted 90 thousand performance restricted stock units to executive officers, but no grants were made for the three months ended September 30, 2023.

These performance restricted stock units had a fair value of approximately $ 2.5 million and are subject to certain annual performance targets based on three-year -performance periods as defined by our Board of Directors.

As of September 30, 2023, there were approximately $ 2.3 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.2 years.

On February 27, 2024, William Pate, Chief Executive Officer (“CEO”), announced that he would retire from his CEO role effective May 1, 2024.

During the first quarter of 2024, the Board approved the acceleration of unvested equity awards and the modification of vested stock options granted to him.

For the three months ended March 31, 2024, we recorded a total of $ 13.1 million stock-based compensation expenses resulting from the equity awards modifications.

During the three months ended March 31, 2024, we granted 260 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 10.1 million.

As of March 31, 2024, there were approximately $ 18.2 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.7 years.

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

For the Interim Periods Ended March 31, 2024 and 2023

During the three months ended March 31, 2024, we granted no stock option awards.

As of March 31, 2024, there were approximately $ 0.3 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.3 years.

During the three months ended March 31, 2024, we granted 64 thousand performance restricted stock units to executive officers.

As of March 31, 2024, there were approximately $ 3.4 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.6 years.

Note 17— Income (Loss) per Share

The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts):

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Net income $ 171,415 $ 267,396 $ 439,318 $ 279,470

Three Months Ended March 31,

Net income (loss) $ ( 3,751 ) $ 237,890

Net income effect of convertible securities — —

Numerator for diluted income per common share $ 171,415 $ 267,396 $ 439,318 $ 279,470

Numerator for diluted income (loss) per common share $ ( 3,751 ) $ 237,890

Basic weighted-average common stock shares outstanding 58,992 60,111

1 unchanged sentence

Diluted weighted-average common stock shares outstanding 58,992 61,047

Basic income per common share $ 2.85 $ 4.49 $ 7.29 $ 4.70

Diluted income per common share $ 2.79 $ 4.47 $ 7.18 $ 4.68

Basic income (loss) per common share $ ( 0.06 ) $ 3.96

Diluted income (loss) per common share $ ( 0.06 ) $ 3.90

Diluted income (loss) per common share excludes the following equity instruments because their effect would be anti-dilutive:

1 unchanged sentence

Shares of stock options 1,315 —

_________________________________________________________

(1) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts.

We have utilized the basic shares outstanding to calculate both basic and diluted Net Loss per common share for the three months ended March 31, 2024.

Note 18— Income Taxes

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management continues to conclude that we did not meet the “more likely than not” requirement in order to recognize deferred tax assets on the remaining amounts and a valuation allowance has been recorded for substantially all of our net deferred tax assets at September 30, 2023 and December 31, 2022.

We believe that any adjustment to our uncertain tax positions would no t have a material impact on our financial statements given the Company’s deferred tax and corresponding valuation allowance position as of September 30, 2023 and December 31, 2022.

As of December 31, 2022, we had approximately $ 1.2 billion in net operating loss carryforwards (“NOL carryforwards”);

however, we currently have a valuation allowance against this and substantially all of our other deferred taxed assets.

At each reporting date, we will consider evidence, both positive and negative, to determine realization of our deferred income tax assets, including NOL carryforwards.

Valuation allowances for deferred income tax assets are recognized when it is more likely than not that some or all of the benefit from the deferred income tax assets will not be realized.

We have begun to sustain a level of increased profitability.

Should this continue, we will evaluate whether this new evidence will be sufficient to provide for realization of our deferred income tax assets, and if so, this new evidence may result in a reversal of our valuation allowance in the next twelve months.

Effective for the three months ended March 31, 2024, we began calculating our income tax provision using the estimated annual effective tax rate method in accordance with Accounting Standards Codification “ASC” 740 - Income Taxes and we no longer apply the exception that allowed the use of the year-to-date effective tax rate method.

We believe the change in this calculation is appropriate as it allows us to reliably calculate the estimated annual effective tax rate due to our sustained profitability and confidence in future earnings.

Our effective tax rate for the three months ended March 31, 2024, differs from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for equity compensation.

For the three months ended March 31, 2023, our effective tax rate differed from the statutory rates primarily as a result of our various state income tax apportionment factors, equity compensation, and the recording of a valuation allowance.

Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue.

5 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

For the Interim Periods Ended March 31, 2024 and 2023

Note 19— Segment Information

1 unchanged sentence

(i) Refining, (ii) Retail, (iii) Logistics, and (iv) Corporate and Other.

Commencing June 1, 2023, the results of operations of the Billings Acquisition are included in our refining and logistics segments.

Summarized financial information concerning reportable segments consists of the following (in thousands):

Three Months Ended September 30, 2023 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Three Months Ended March 31, 2024 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Revenues $ 1,926,616 $ 71,842 $ 140,134 $ ( 157,757 ) $ 1,980,835

4 unchanged sentences

Depreciation and amortization 22,270 6,775 3,116 495 32,656

Impairment expense — — — — —

General and administrative expense (excluding depreciation) — — — 41,755 41,755

2 unchanged sentences

Par West redevelopment and other costs — — — 1,971 1,971

Loss on sale of assets, net — — — — —

Operating income (loss) $ 194,847 $ 20,736 $ 13,315 $ ( 32,025 ) $ 196,873

Interest expense and financing costs, net ( 20,815 )

Debt extinguishment and commitment costs —

Other expense, net ( 43 )

Income before income taxes 176,015

Income tax expense ( 4,600 )

Net income $ 171,415

Capital expenditures $ 11,499 $ 2,788 $ 8,591 $ 111 $ 22,989

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

Three Months Ended September 30, 2022 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Revenues $ 1,974,701 $ 54,635 $ 157,385 $ ( 130,436 ) $ 2,056,285

Cost of revenues (excluding depreciation)

1,629,019 28,482 115,574 ( 130,449 ) 1,642,626

Operating expense (excluding depreciation)

60,233 3,710 21,570 — 85,513

Depreciation and amortization 16,542 5,059 2,865 659 25,125

Impairment expense — — — — —

General and administrative expense (excluding depreciation) — — — 16,219 16,219

Par West redevelopment and other costs 2,816 — — — 2,816

Loss (gain) on sale of assets, net — 61 ( 10 ) — 51

3 unchanged sentences

Other expense, net ( 2,576 )

Income before income taxes 267,464

Income tax expense ( 68 )

Net income $ 267,396

Equity earnings from Laramie Energy, LLC 4,563

Loss before income taxes ( 6,382 )

Income tax benefit 2,631

Net loss $ ( 3,751 )

Capital expenditures $ 16,296 $ 4,770 $ 1,300 $ 276 $ 22,642

________________________________________________________

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 176.2 million and $ 130.4 million for the three months ended September 30, 2023 and 2022, respectively.

Nine Months Ended September 30, 2023 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Three Months Ended March 31, 2023 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Revenues $ 1,615,412 $ 52,388 $ 135,572 $ ( 118,163 ) $ 1,685,209

5 unchanged sentences

General and administrative expense (excluding depreciation) — — — 19,286 19,286

Equity earnings from refining and logistics investments ( 2,393 ) ( 1,966 ) — — ( 4,359 )

Acquisition and integration costs — — — 5,271 5,271

3 unchanged sentences

Debt extinguishment and commitment costs ( 17,720 )

Other income, net 301

Other expense, net ( 35 )

Equity earnings from Laramie Energy, LLC 10,706

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

Nine Months Ended September 30, 2022 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Revenues $ 5,318,379 $ 147,729 $ 424,505 $ ( 377,703 ) $ 5,512,910

Cost of revenues (excluding depreciation)

4,772,511 77,970 329,058 ( 377,739 ) 4,801,800

Operating expense (excluding depreciation)

174,769 11,280 60,345 — 246,394

Depreciation and amortization 48,854 15,357 8,156 2,121 74,488

Impairment expense — — — — —

General and administrative expense (excluding depreciation) — — — 47,550 47,550

Acquisition and integration costs — — — 63 63

Par West redevelopment and other costs 5,681 — — — 5,681

Loss (gain) on sale of assets, net — ( 253 ) 56 27 ( 170 )

Operating income (loss) $ 316,564 $ 43,375 $ 26,890 $ ( 49,725 ) $ 337,104

Interest expense and financing costs, net ( 51,400 )

Debt extinguishment and commitment costs ( 5,329 )

Other expense, net ( 149 )

Income before income taxes 280,226

Income tax expense ( 756 )

Net income $ 279,470

Capital expenditures $ 25,249 $ 6,877 $ 5,224 $ 708 $ 38,058

For the Interim Periods Ended March 31, 2024 and 2023

________________________________________________________

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 432.1 million and $ 377.7 million for the nine months ended September 30, 2023 and 2022, respectively.

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 157.8 million and $ 118.2 million for the three months ended March 31, 2024 and 2023, respectively.

Note 20— Subsequent Events

Wind-Down and Termination Agreement of Washington Refinery Intermediation Agreement

On October 4, 2023, USOR and certain affiliates and subsidiaries (collectively, the “USOR Parties”) entered into a wind-down and termination agreement (the “Wind-Down Agreement”) with MLC, which provided for the wind down of the respective obligations of MLC and USOR.

Under the Wind-Down Agreement, in exchange for cash collateral provided by USOR to MLC, the payment of certain fees by USOR to MLC, and the satisfaction of other conditions precedent specified in the Wind-Down Agreement, MLC released all of its liens and security interests in all collateral, and MLC and the USOR Parties terminated the First Lien ISDA Agreement, Collateral Agreement, and all other guarantee and collateral documents, other than certain surviving obligations and certain other obligations which specifically continue under the terms of the Wind-Down Agreement.

Second Amendment to ABL Credit Facility

On October 4, 2023, the ABL Credit Facility was amended by the Second Amendment to Asset-Based Revolving Credit Agreement and Joinder Agreement (the “Second Amendment to ABL Credit Facility”).

The Second Amendment to ABL Credit Facility provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $ 900.0 million, (ii) future incremental increases up to $ 400.0 million, (iii) the designation of USOR as a borrower under the ABL Credit Facility, (iv) the grant of a security interest in all or substantially all of the assets of each of USOR and certain affiliated entities’ to secure the obligations under the ABL Credit Facility, and (v) amendments to certain defined terms and provisions in the ABL Credit Facility agreement.

Limited Consent to LC Facility

On October 4, 2023, PHR, and Par Petroleum, LLC, obtained the written consent from the lenders party to the LC Facility to permit the Second Amendment to ABL Credit Facility and to amend certain defined terms or provisions in the ABL Credit Facility, pursuant to that certain Limited Consent to Uncommitted Credit Agreement dated as of October 3, 2023, among

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2023 and 2022

PHR, Par Petroleum, LLC, each of the lenders party thereto, LC Facility Agent, and U.S.

Bank Trust Company, National Association, solely in its capacity as the collateral agent (the “Limited Consent”).

Amendment No.

1 to Term Loan Credit Agreement

On April 8, 2024, the Term Loan Credit Agreement was amended by the Amendment No.

1 to Term Loan Credit Agreement (“Amendment No.

1 to Term Loan Credit Agreement”).

Amendment No.

1 to Term Loan Credit Agreement provided for, among other things, (i) a reduction in the Applicable Margin under the Term Loan Credit Agreement by 50 basis points, such that base rate loans and SOFR loans will bear interest at the applicable base rate plus 2.75 % and 3.75 %, respectively and (ii) the elimination of the Term SOFR Adjustment of 10 basis points with respect to loans under the Term Loan Credit Agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements