What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-29 · 513 added, 579 removed, 1747 unchanged (38% of the section changed)

4 unchanged sentences

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of December 31, 2024.

As previously disclosed, we completed the Billings Acquisition on June 1, 2023 and, as permitted by SEC guidance for newly acquired businesses, we have elected to exclude the acquired business operations from the scope of design and operation of our disclosure controls, and procedures for the year ended December 31, 2023.

Changes in Internal Control over Financial Reporting

Other than those changes made in connection with the Billings Acquisition on June 1, 2023, there were no changes during the year ended December 31, 2023, in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Billings Acquisition accounted for approximately 20% of total assets as of December 31, 2023 and approximately 19% of revenues of the Company for the year ended on December 31, 2023.

We are currently in the process of integrating the Billings refinery operations, control processes and information systems into our systems and control environment and expect to include them in scope of design and operation of our internal control over financial reporting for the year ending December 31, 2024.

We believe that we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration.

There were no changes during the quarter ended December 31, 2024, in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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Based on such assessment, the Company's management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective based on those criteria.

As previously disclosed, we completed the Billings Acquisition on June 1, 2023, and, as permitted by SEC guidance for newly acquired businesses, we have elected to exclude the acquired business operations from the scope of design and operation of our disclosure controls, and procedures for the year ended December 31, 2023.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm that audited the Company’s financial statements included in this Annual Report on Form 10-K, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, which is included herein.

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 28, 2025, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the Billings Acquisition, which was acquired on June 1, 2023, and whose financial statements constitute 20 % and 19 % of total assets and revenue, respectively, of the consolidated financial statement amounts as of and for the year ended December 31, 2023.

Accordingly, our audit did not include the internal control over financial reporting at the Billings Acquisition.

Basis for Opinion

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Par Pacific Holdings, Inc.

Amended and Restated 2012 Long Term Incentive Plan.

Incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed on April 21, 2016.****

10.3 Par Pacific Holdings, Inc.

Second Amended and Restated 2012 Long Term Incentive Plan.

Incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form S-8 filed on May 18, 2018.****

10.3 First Amendment to the Second Amended and Restated Par Pacific Holdings, Inc.

2012 Long Term Incentive Plan.

Incorporated by reference to Exhibit 5.1 to the Company’s registration statement on Form S-8 filed on May 14, 2021.****

10.4 Par Pacific Holdings, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed on May 18, 2018.****

Amendment to Par Pacific Holdings, Inc.

2018 Employee Stock Purchase Plan.

Incorporated by reference to Exhibit 5.1 to the Company’s registration statement on Form S-8 filed on June 23, 2023.****

Form of Indemnification Agreement between the Company and its Directors and Executive Officers.

6 unchanged sentences

10.9 Form of Award of Performance Restricted Stock Units.

Incorporated by reference to Exhibit 10.8 to the Company ’ s Annual Report on Form 10-K filed on February 29, 202 4.

Form of Nonstatutory Stock Option Agreement (Discretionary Long Term Incentive Plan).

2 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2015.****

10.11 Second Amended and Restated Supply and Offtake Agreement dated as of June 1, 2021, between Par Hawaii Refining, LLC and J.

Aron & Company, LLC.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2021.

10.12 Amended and Restated Guaranty dated June 1, 2021 in favor of J.

Aron & Company LLC by Par Petroleum, LLC.

Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2021.

10.13 Environmental Indemnity Agreement dated as of June 1, 2015, by Hawaii Independent Energy, LLC in favor of J.

Aron & Company.

Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed June 2, 2015.

10.12 Employment Offer Letter with William C.

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Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022.

10.15 Employment Assignment Letter with Jeffrey R.

Hollis dated December 15, 2022.

Incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K filed on February 29, 2024.

10.16 Employment Offer Letter with Shawn Flores dated December 13, 2022.

Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on February 27, 2023.

10.17 Employment Offer Letter with Terrill Pitkin dated October 28, 2014.*****

10.18 Par Pacific Holdings, Inc.

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Severance Plan for Senior Officers, dated as of May 1, 2017.

Incorporated by reference to Exhibit 10.20 to the Company ’ s Annual Report on Form 10-K filed February 29, 2024.

10.21 Amendment #2 to the Par Pacific Holdings, Inc.

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Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on Form 8-K filed on May 7, 2021.

10.27 Second Amended and Restated Pledge and Security Agreement dated June 1, 2021 in favor of J.

Aron & Company LLC by Par Hawaii Refining, LLC.

Incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed on February 25, 2022.

10.28 Amendment to Second Amended and Restated Supply and Offtake Agreement dated as of March 24, 2022, between Par Hawaii Refining, LLC and J.

Aron & Company, LLC.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022.

10.29 Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of April 25, 2022, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J.

Aron & Company LLC.

Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on April 28, 2022 .

10.30 Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of May 17, 2022, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J.

Aron & Company LLC.

Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 19, 2022.

10.31 Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of September 13, 2022, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J.

Aron & Company LLC.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 3, 2022.

10.32 Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of February 13, 2023, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J.

Aron & Company LLC.

Incorporated by reference to Exhibit 10.54 to the Company’s Annual Report on Form 10-K filed on February 27, 2023.

Term Loan Credit Agreement, dated as of February 28, 2023, by and among Par Pacific Holdings, Inc., as Holdings, Par Petroleum, LLC and Par Petroleum Finance Corp., as the Borrowers, Wells Fargo Bank, National Association, as Administrative Agent and the lenders that are parties thereto, as the Lenders.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 1, 2023.

Amendment No.

1 to Term Loan Credit Agreement, dated as of April 8, 2024, by and among Par Pacific Holdings, Inc., Par Petroleum, LLC, Par Petroleum Finance Corp., the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 9, 2024.

Amendment No.

2 to Term Loan Credit Agreement, dated as of November 25, 2024, by and among Par Pacific Holdings, Inc., Par Petroleum, LLC, Par Petroleum Finance Corp., the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 6, 2025.

Asset-Based Revolving Credit Agreement, dated as of April 26, 2023, by and among Par Pacific Holdings, Inc., as Holdings, Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC and Par Rocky Mountain Midstream, LLC, as Borrowers, Wells Fargo Bank, National Association, as Agent, Issuing Bank, and Swing Lender, the lenders party thereto, as the Lenders, and the other issuing banks party thereto, as Issuing Banks, and Wells Fargo Bank, National Association, Bank of America, N.A., Goldman Sachs Bank USA, MUFG Bank, LTD and Fifth Third Bank, National Association, as Joint Lead Arrangers and Joint Bookrunners.

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Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023.

10.36 Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of June 21, 2023, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J.

Aron & Company LLC.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 26, 2023.

10.37 Uncommitted Credit Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining, LLC, as borrower, each of the lenders and letter of credit issuers listed on the signature pages thereof, MUFG Bank, Ltd., as administrative agent for the lenders, sub-collateral agent, as joint lead arranger and sole bookrunner, Macquarie Bank Limited, as joint lead arranger, and U.S.

Bank Trust Company, National Association, solely in its capacity as collateral agent.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 1 , 2023.

10.38 Parent Guaranty, dated as of July 26, 2023, made by Par Petroleum, LLC, as guarantor.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 1, 2023.

10.39 Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J.

Aron & Company LLC.

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 1, 2023.

10.40 Third Amended and Restated Pledge and Security Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining, LLC, J.

Aron & Company LLC, MUFG Bank, Ltd., and U.S.

Bank Trust Company, National Association, as collateral agent.

Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 1, 2023.

10.41 Collateral Agency and Intermediation Rights Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining, LLC, MUFG Bank, Ltd., J.

Aron & Company LLC, and U.S.

Bank Trust Company, National Association, as collateral agent.

Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 1, 2023.

Second Amendment to Asset-Based Revolving Credit Agreement and Joinder Agreement dated October 4, 2023, among Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC, Par Rocky Mountain Midstream, LLC, U.S.

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Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 10, 2023.

10.43 Limited Consent to Uncommitted Credit Agreement effective as of October 4, 2023, among Par Hawaii Refining, LLC, Par Petroleum, LLC, the lenders party thereto, MUFG Bank, Ltd., and U.S.

Bank Trust Company, National Association, solely in its capacity as the collateral agent.

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 10, 2023.

10.44 Employment Assignment Letter with Jeffrey R.

Hollis dated December 15, 2022.* ****

Third Amendment to Asset-Based Revolving Credit Agreement and Joinder Agreement dated as of March 22, 2024, among Par Pacific Holdings, Inc., Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC, Par Rocky Mountain Midstream, LLC, U.S.

Oil & Refining Co., Par Hawaii Refining, LLC, the other loan parties thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the lenders party thereto.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 27, 2024.

Inventory Intermediation Agreement dated as of May 31, 2024, by and between Par Hawaii Refining, LLC and Citigroup Energy, Inc.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 5, 2024.

Pledge and Security Agreement dated as of May 31, 2024, by and between Par Hawaii Refining, LLC and Citigroup Energy, Inc.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 5, 2024.

14.1 Par Pacific Holdings, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed March 3, 2016.

19.1 Par Pacific Holdings, Inc.

Insider Trading Policy.*

21.1 Subsidiaries of the Registrant.*

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Policy for the Recovery of Erroneously Awarded Compensation, effective October 24, 2023.

Incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on February 29, 2024.****

101.INS Inline XBRL Instance Document the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.*

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Acquisitions – Billings Acquisition Valuation and Purchase Price Allocation – Refer to Note 5 to the financial statements

Critical Audit Matter Description

On June 1, 2023, the Company completed the acquisition of (i) the high-conversion, complex refinery located in Billings, Montana and certain associated distribution and logistics assets, (ii) a 65% limited partnership equity interest in Yellowstone Energy Limited Partnership, and (iii) a 40% equity interest in Yellowstone Pipeline Company (collectively, the “Billings Acquisition”) for a total purchase price of $625.4 million, including working capital.

The Company accounted for the Billings Acquisition as a business combination.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of

Of the total purchase price, $259.1 million was allocated to property, plant and equipment.

The valuation of property, plant, and equipment was determined based on the cost approach for refining process units, tanks, pipelines, and equipment and the market approach for land.

We identified the valuation of property, plant and equipment related to the Billings Acquisition as a critical audit matter because of the significant estimates and assumptions made by management to determine the fair value of certain assets acquired and liabilities assumed.

This required a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value specialists, when performing audit procedures to determine the fair value of acquired refining process units, tanks, pipelines, and equipment under the cost approach, including estimating cost to acquire or construct comparable assets adjusted for the remaining useful lives, and land under the market approach.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the fair value of assets acquired and liabilities assumed for the Billings Acquisition included the following, among others:

• We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the assumptions used in the cost approach for refining process units, tanks, pipelines and equipment, including estimating the cost to acquire or construct comparable assets adjusted for remaining useful lives, the assumptions used in the market approach for land and their review of the work of third-party specialists.

• With the assistance of our fair value specialists

◦ We evaluated the appropriateness of selected valuation methodologies;

◦ We evaluated the cost to acquire or construct comparable assets for the cost approach for refining process units, tanks, pipelines, and equipment, including comparing such estimates to source information;

◦ We tested the underlying source information used for the market approach for land.

• We considered any events or transactions occurring after the Billings Acquisition date that may indicate a different valuation for the assets acquired and liabilities assumed.

Summary of Significant Accounting Policies – Management Projections Used in Goodwill and Deferred Taxes Valuation Allowance Analyses – Refer to Notes 2, 11 and 22 to the financial statements

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Summary of Significant Accounting Policies – Management Projections Used in Goodwill – Refer to Notes 2 and 10 to the financial statements

Critical Audit Matter Description

Management of the Company prepares and uses projected operational results (“Management’s Projections”) for various accounting analysis and considerations, including the annual goodwill impairment test of certain reporting units and the determination of any valuation allowance against deferred tax assets.

The development of Management’s Projections involves management making significant judgments and assumptions in estimating future cash flows, including assumptions related to future gross margins, operating expenses and levels of sustaining capital expenditures.

Given that the development of Management’s Projections require management to make significant estimates related to assumptions, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent of effort.

Given that the development of Management’s Projections requires management to make significant estimates related to assumptions, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

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• We evaluated the effectiveness of controls over the determination of Management’s Projections, including management’s controls over the determination of the underlying projections of future gross margins, operating expenses, and levels of sustaining capital expenditures.

• We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.

• We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical projections.

• We evaluated the reasonableness of Management’s Projections by

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Additional paid-in capital 884,548 860,797

Accumulated earnings (deficit) 465,856 ( 200,687 )

Accumulated earnings 295,846 465,856

Accumulated other comprehensive income 10,356 8,174

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Depreciation and amortization 131,590 119,830 99,769

Impairment expense — — 1,838

General and administrative expense (excluding depreciation) 108,844 91,447 62,396

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Par West redevelopment and other costs 12,548 11,397 9,003

Gain on sale of assets, net ( 59 ) ( 169 ) ( 64,697 )

Loss (gain) on sale of assets, net 222 ( 59 ) ( 169 )

Total operating expenses 7,926,829 7,551,949 6,883,882

Operating income (loss) 680,006 437,903 ( 7,619 )

Operating income 47,628 680,006 437,903

Other income (expense)

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Debt extinguishment and commitment costs ( 1,688 ) ( 19,182 ) ( 5,329 )

Gain on curtailment of pension obligation — — 2,032

Other income (expense), net ( 1,869 ) ( 53 ) 613

Equity earnings from Laramie Energy, LLC 24,985 — —

Equity earnings (losses) from Laramie Energy, LLC ( 296 ) 24,985 —

Total other expense, net ( 86,646 ) ( 66,700 ) ( 73,004 )

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Net income (loss) $ ( 33,322 ) $ 728,642 $ 364,189

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

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

Depreciation and amortization 131,590 119,830 99,769

Impairment expense — — 1,838

Debt extinguishment and commitment costs 1,688 19,182 5,329

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Deferred taxes ( 2,559 ) ( 126,267 ) 274

Gain on sale of assets, net ( 59 ) ( 169 ) ( 64,697 )

Loss (gain) on sale of assets, net 222 ( 59 ) ( 169 )

Stock-based compensation 25,704 11,633 9,353

Unrealized (gain) loss on derivative contracts 42,484 ( 49,689 ) 9,336

Equity earnings from Laramie Energy, LLC ( 24,985 ) — —

Equity (earnings) losses from Laramie Energy, LLC 296 ( 24,985 ) —

Equity earnings from refining and logistics investments ( 11,905 ) ( 11,844 ) —

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Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities ( 57,327 ) 15,428 262,882

Net cash provided by (used in) operating activities 579,156 452,606 ( 27,622 )

Net cash provided by operating activities 83,776 579,156 452,606

Cash flows from investing activities:

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

Net cash provided by (used in) investing activities ( 659,039 ) ( 87,308 ) 74,628

Net cash used in investing activities ( 133,994 ) ( 659,039 ) ( 87,308 )

Cash flows from financing activities:

Proceeds from sale of common stock, net of offering costs — — 87,193

Proceeds from borrowings 4,518,219 1,462,850 384,874

Repayments of borrowings ( 4,061,619 ) ( 1,317,709 ) ( 446,863 )

Net borrowings (repayments) on deferred payment arrangements and receivable advances ( 95,985 ) 80,681 61,098

Net borrowings (repayments) of deferred payment arrangements and receivable advances ( 165,459 ) ( 95,985 ) 80,681

Payment of deferred loan costs ( 9,634 ) ( 14,371 ) —

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Exercise of stock options 1,514 17,129 6,444

Proceeds from inventory financing agreements 203,074 — —

Payments for termination of inventory financing agreements ( 382,143 ) ( 112,594 ) —

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Balance, January 1, 2022 60,162 $ 602 $ 821,713 $ ( 559,117 ) $ 2,502 $ 265,700

Common stock offering, net of issuance costs 5,750 58 87,135 — — 87,193

Issuance of common stock for employee stock purchase plan 67 — 1,244 — — 1,244

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Other comprehensive income — — — — 5,627 5,627

Net loss — — — ( 81,297 ) — ( 81,297 )

Net income — — — 364,189 — 364,189

Balance, December 31, 2022 60,471 604 836,491 ( 200,687 ) 8,129 644,537

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Other comprehensive income — — — — 2,182 2,182

Net income — — — 728,642 — 728,642

Net loss — — — ( 33,322 ) — ( 33,322 )

Balance, December 31, 2024 55,265 $ 552 $ 884,548 $ 295,846 $ 10,356 $ 1,191,302

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All intercompany balances and transactions have been eliminated in consolidation.

Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation, including Par West redevelopment and other costs, previously included in Operating expenses (excluding depreciation) in the Consolidated Statements of Operations and now reflected as a separate financial statement line item, and the presentation of deferred tax assets and liabilities associated with right-of-use liabilities (“ROU liabilities”) and right-of-use assets (“ROU assets”), respectively, previously presented on a net basis are now presented on a gross basis in Note 22—Income Taxes.

Use of Estimates

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The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

Restricted Cash

Restricted cash consists of cash not readily available for general purpose cash needs.

Restricted cash relates to cash held at commercial banks to support letter of credit facilities and certain ongoing bankruptcy recovery trust claims.

Restricted cash relates to cash held at commercial banks to support certain ongoing bankruptcy recovery trust claims.

Allowance for Credit Losses

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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 through discussions between the customer and the Company.

Credit allowances are reviewed at least quarterly based on

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

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.

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

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We value merchandise along with spare parts, materials, and supplies at average cost.

All of the crude oil utilized at the Hawaii refinery is financed by J.

Crude oil held in storage tanks at the Hawaii refinery and certain crude oil in transit to be consumed by our Hawaii refinery are financed by Citi under the Inventory Intermediation Agreement as described in Note 12—Inventory Financing Agreements.

The crude oil remains in the legal title of Citi and is stored in our storage tanks governed by a storage facilities agreement.

Legal title to the crude oil passes to us at the tank outlet.

Citi takes legal title of crude oil in transit at the specified purchase location with the third party supplier.

We purchase the crude oil shipment from Citi at the SPM delivery point and we sell an equal quantity and quality of crude oil to Citi at the crude intake point.

Legal title to crude oil in transit passes to us at the SPM delivery point for the upstream leg, and legal title passes to Citi at the crude intake point for the downstream leg.

We record the inventory owned by Citi on our behalf as inventory with a corresponding obligation on our balance sheet in the amount we expect to pay to satisfy the repurchase obligation for the crude oil inventory then-owned by Citi following the expiration or termination of the Inventory Intermediation Agreement.

Please read Note 12—Inventory Financing Agreements for further information.

We were a party to a supply and offtake agreement with J.

Aron & Company LLC (“J.

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

All of the crude oil utilized at the Hawaii refinery was financed by J.

Aron under the Supply and Offtake Agreement as described in Note 12—Inventory Financing Agreements.

The crude oil remains in the legal title of J.

Aron and is stored in our storage tanks governed by a storage agreement.

Legal title to the crude oil passes to us at the tank outlet.

The crude oil remained in the legal title of J.

Aron and was stored in our storage tanks governed by a storage agreement.

Legal title to the crude oil passed to us at the tank outlet.

After processing, J.

Aron takes title to the refined products stored in our storage tanks until they are sold to our retail locations or to third parties.

We record the inventory owned by J.

Aron on our behalf as inventory with a corresponding obligation on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties and we are obligated to repurchase the inventory.

Additionally, certain of the crude oil utilized at the Hawaii refinery is also financed by the LC Facility as described in Note 12—Inventory Financing Agreements.

We also finance certain inventories at our other refineries through our ABL Credit Facility;

Aron held title to the refined products stored in our storage tanks until they were sold to our retail locations or to third parties.

Additionally, certain of the crude oil utilized at the Hawaii refinery was also financed by the LC Facility as described in Note 12—Inventory Financing Agreements.

On May 31, 2024, our Supply and Offtake Agreement with J.Aron expired, we early terminated our LC Facility, and we entered into an Inventory Intermediation Agreement with Citi;

please read Note 12—Inventory Financing Agreements for further information.

We also financed certain inventories at our other refineries through our ABL Credit Facility;

please read Note 14—Debt for further information.

We were party to an intermediation arrangement (the “Washington Refinery Intermediation Agreement”) with Merrill Lynch Commodities, Inc.

We were a party to an intermediation arrangement (the “Washington Refinery Intermediation Agreement”) with Merrill Lynch Commodities, Inc.

(“MLC”) as described in Note 12—Inventory Financing Agreements.

Under this arrangement, U.S.

Oil & Refining Co.

and certain affiliated entities (collectively, “U.S.

Oil & Refining Co., a wholly owned subsidiary, and certain affiliated entities (collectively, “U.S.

Oil”) purchased crude oil supplied from third-party suppliers and MLC provided credit support for certain crude oil purchases.

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Our environmental credit assets, which include RINs and other environmental credits are purchased through the open market, State of Washington auctions, or obtained by purchasing biofuels.

These biofuels are later blended into our refined fuels and other credits generated as part of our refining process which are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and NRV as of the end of the reporting period.

When these biofuels are blended into our refined fuels, these credits, along with credits internally generated as part of our refining process, and purchased credits, are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and NRV as of the end of the reporting period.

Our renewable volume obligation and other environmental credit obligations to comply with the U.S.

Environmental Protection Agency (“EPA”) regulations (as discussed in Note 18—Commitments and Contingencies) are presented in Other accrued liabilities on our consolidated balance sheets and were historically measured at fair value as of the end of the reporting period.

Environmental Protection Agency (“EPA”) and the State of Washington’s regulations (as discussed in Note 18—Commitments and

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2024, 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 (obligations associated with pre-2023 activities) and our prospective plan to use our RIN assets to settle future environmental obligations.

Contingencies) are presented in Other accrued liabilities on our consolidated balance sheets and were historically measured at fair value as of the end of the reporting period.

Credits held in Inventories are retired against environmental credit obligations in the period in which they are remitted to the the relevant authority.

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 (obligations associated with pre-2023 activities) and our prospective plan to use substantially all our RIN assets and other environmental credits to settle future environmental 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.

Under the previous valuation technique, our liability would have been $ 295.9 million as of December 31, 2023, and net income would have been lower with $ 9.0 million for the year ended December 31, 2023.

Under the previous valuation technique, our liability would have been $ 295.9 million as of December 31, 2023, and N et income would have been lower by $ 9.0 million for the year ended December 31, 2023.

Please read Note 16—Fair Value Measurements for further information.

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Effective February 21, 2023, we accounted for our Investment in Laramie Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies.

Our proportionate share of the net income (loss) of this entity was included in Equity earnings from Laramie Energy, LLC in the consolidated statements of operations.

Our proportionate share of the net income (loss) of this entity is included in Equity earnings (losses) from Laramie Energy, LLC in our consolidated statements of operations.

Prior to February 21, 2023, we did not apply the equity method of accounting for our investment in Laramie Energy because the book value of such investment had been reduced to zero.

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Property, Plant, and Equipment

We capitalize the cost of additions, major improvements, and modifications to property, plant, and equipment.

We capitalize the cost of additions and major improvements and modifications to property, plant, and equipment.

The cost of repairs and normal maintenance of property, plant, and equipment is expensed as incurred.

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Simultaneously with our review of our property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment, we evaluate whether an abandonment has occurred.

Abandonment occurs either when a business terminates its operations or an asset is no longer profitable to operate.

When the act of abandonment occurs, we write off the asset balance and any associated accumulated depreciation and record an impairment loss as needed.

Abandonment occurs either when a

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2024, 2023, and 2022

business terminates its operations or an asset is no longer profitable to operate.

When the act of abandonment occurs, we write off the asset balance and any associated accumulated depreciation and record an impairment loss as needed.

Lease Liabilities and Right-of-Use Assets

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Deferred Turnaround Costs

Refinery turnaround costs, which are incurred in connection with planned major maintenance activities at our refineries, are deferred and amortized on a straight-line basis over the period of time estimated until the next planned turnaround (generally three to five years ).

During 2024, 2023, and 2022, we recognized deferred turnaround costs of approximately $ 73.5 million, $ 5.9 million and $ 29.6 million, respectively.

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If the carrying value exceeds the estimated fair value of the reporting unit, an impairment loss is recorded.

Our intangible assets include relationships with customers, trade names, and trademarks.

These intangible assets are amortized over their estimated useful lives on a straight-line basis.

We evaluate the carrying value of our intangible assets when impairment indicators are present.

When we believe impairment indicators may exist, projections of the undiscounted future

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2024, 2023, and 2022

cash flows associated with the use of and eventual disposition of the intangible assets are prepared.

Our intangible assets include relationships with customers, trade names, and trademarks.

These intangible assets are amortized over their estimated useful lives on a straight-line basis.

We evaluate the carrying value of our intangible assets when impairment indicators are present.

When we believe impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of the intangible assets are prepared.

If the projections indicate that their carrying values are not recoverable, we reduce the carrying values to their estimated fair values.

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In addition, we may have other financial instruments, such as warrants or embedded debt features, that may be classified as liabilities when either (a) the holders possess rights to net cash settlement, (b) physical or net equity settlement is not in our control, or (c) the instruments contain other provisions that cause us to conclude that they are not indexed to our equity.

Our embedded derivatives include our obligations to repurchase crude oil and refined products from J.

Aron at the termination of the Supply and Offtake Agreement.

As of December 31, 2024, our embedded derivative includes our obligations to repurchase crude oil from Citi at the termination of the Inventory Intermediation Agreement.

Prior to the termination of the Supply and Offtake Agreement on May 31, 2024, we also had embedded derivatives for our obligations to repurchase crude oil and refined products from J.

These liabilities were initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings.

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As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2021, 2022, and 2023.

However, since we have NOL carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried.

Therefore, in a year in which a NOL deduction is claimed, the IRS may examine the year in which the NOL was generated and adjust it accordingly for purposes of assessing additional tax in the year the NOL deduction was claimed.

Any penalties or interest as a result of an examination will be recorded in the period assessed.

However, since we have NOL carryforwards, the IRS has the ability to make adjustments to items that originate in a year

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2024, 2023, and 2022

otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried.

Any penalties or interest as a result of an examination will be recorded in the period assessed.

Stock-Based Compensation

We recognize the cost of share-based payments on a straight-line basis over the period the employee provides service, generally the vesting period, and include such costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) in the consolidated statements of operations.

We account for forfeitures as they occur.

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Operating expense (excluding depreciation) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, and environmental compliance costs, as well as chemicals and catalysts and other direct operating expenses.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

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

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General and administrative expense 2,325 2,142 2,661

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

Segment Information

The accounting policies of individual segments are the same as those described here in Note 2—Summary of Significant Accounting Policies except that non-operating expenses and income are recorded and evaluated on a consolidated basis.

Operating expense includes certain shared costs such as finance, accounting, tax, human resources, information technology, and legal costs that are not directly attributable to specific operating segments.

These expenses are allocated based on various criteria, generally reflecting the time and resources provided to each segment.

The Chief Executive Officer, the chief operating decision maker (“CODM”), primarily evaluates segment performance based on segment-level Adjusted Gross Margin and Adjusted EBITDA.

We have provided additional disclosure on Cost of revenues disaggregated by significant category by segment, consistent with the disclosure requirements outlined in Accounting Standards Update (“ASU”) 2023-07.

Benefit Plans

We recognize an asset for the overfunded status or a liability for the underfunded status of our defined benefit pension plans.

The funded status is recorded within Other liabilities on our consolidated balance sheets.

We recognize an asset for the overfunded status or a liability for the underfunded status of our defined benefit pension plans (the “Benefit Plans”).

The underfunded status of our Benefit Plans is recorded within Other liabilities on our consolidated balance sheets and the funded status of our Benefit Plans is recorded within Other long-term assets on our consolidated balance sheets.

Certain changes in the plans’ funded status are recognized in Other comprehensive income (loss) in the period the change occurs.

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We have consistently applied these valuation techniques for the periods presented.

The fair value of the J.

Aron repurchase obligation derivatives are measured using estimates of the prices and differentials assuming settlement at the end of the reporting period.

The fair value of the derivatives related to the Citi repurchase obligation and the J.

Aron repurchase obligation, which was terminated on May 31, 2024, are and were measured, respectively, using estimates of the prices and differentials assuming settlement at the end of the reporting period.

Income (Loss) Per Share

Basic income (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding and the weighted-average number of shares issuable under the warrants.

The common stock warrants were included in the calculation of basic EPS because they were issuable for minimal consideration.

Basic income (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding.

Basic and diluted EPS are computed taking into account the effect of participating securities.

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Please read Note 21—Income (Loss) Per Share for further information.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

Foreign Currency Transactions

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Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other income (expense), net, in the accompanying consolidated statement of operations in the period in which the currency exchange rates change.

For the years ended December 31, 2023, 2022, or 2021, gains and losses resulting from changes in currency translations were immaterial.

For the years ended December 31, 2024, 2023 and 2022, gains and losses resulting from changes in currency translations were immaterial.

Accounting Principles Not Yet Adopted

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-07, Improvements to Reportable Segment Disclosures (Topic 280) (“ASU 2023-07”).

The amendments in ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

Public entities are required to disclose significant segment expenses by reportable segment if they are regularly provided to the Chief Operating Decision Maker (“CODM”) and included in each reported measure of segment profit or loss.

The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows.

The guidance in ASU 2023-07 is effective for fiscal years beginning after December 15, 2024.

This ASU therefore does not impact our 2023 Form 10-K.

Par will assess the impact of this ASU on our 2024 Form 10-K annual segment disclosures as part of our fiscal year 2024 procedures.

On November 4, 2024, the FASB issued ASU 2024-03 , Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures.

This ASU requires companies to disclose, in the notes to financial statements, specified information about certain costs and expenses.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We are currently evaluating the impact of adopting the new guidance on filings subsequent to the effective date.

On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosure (Topic 740).

This ASU requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes.

It also requires greater detail about

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold.

It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold.

Additionally, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold.

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Accounting Principles Adopted

On December 31, 2024, we adopted ASU No.

2023-07, Improvements to Reportable Segment Disclosures (Topic 280) (“ASU 2023-07”).

The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

Please read Note 23—Segment Information for further information on the additional disclosures.

On January 1, 2022, we adopted ASU No.

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This ASU changes accounting for recording contract assets and liabilities acquired in a business combination to improve comparability and consistency.

During the Billings Acquisition in June 2023, no contract assets or liabilities were acquired, thus our adoption of ASU 2021-08 will not impact on our financial condition, results of operations, and cash flows.

During the Billings Acquisition in June 2023, no contract assets or liabilities were acquired, thus our adoption of ASU 2021-08 did not have an impact on our financial condition, results of operations, and cash flows.

On January 1, 2022, we adopted ASU No.

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Interim disclosure of the amount of outstanding obligations is also required.

Par’s inventory financing agreements do not meet all the necessary criteria within scope of this ASU, therefore our adoption of ASU 2022-04 will not have a material impact on our financial condition, results of operations, and cash flows.

Par’s inventory financing agreements do not meet all the necessary criteria within scope of this ASU, therefore our adoption of ASU 2022-04 did not have a material impact on our financial condition, results of operations, and cash flows.

Note 3—Refining and Logistics Equity Investments

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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 consolidated statements of operations due to the significance of YELP’s cogeneration facilities to our Montana operations.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

part of our refining segment.

Please read Note 23—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.

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

For the period from June 1 through December 31,

Year Ended December 31,

Beginning balance $ 59,824 $ —

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On June 1, 2023, we completed the Billings Acquisition (as defined in Note 5—Acquisitions) 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.

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

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 consolidated statements of operations due to the significance of YPLC’s distribution services to our Montana operations.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

Please read Note 23—Segment Information for further information on our reporting segments.

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

For the period from June 1 through December 31,

Year Ended December 31,

Beginning balance $ 27,662 $ —

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As of December 31, 2024, we owned a 46 % 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 $ 14.3 million as of December 31, 2023.

As of December 31, 2022, the book value of our investment was zero .

The balance of our investment in Laramie Energy was $ 12.5 million and $ 14.3 million as of December 31, 2024, and December 31, 2023, respectively.

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.

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

The delayed draw commitment expired in August 2024.

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 December 31, 2023 and 2022, the term loan had an outstanding balance of $ 160.0 million and $ 77.4 million, respectively.

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

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

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

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

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

On April 29, 2024, Laramie Energy made a cash distribution to its owners, including us, based on ownership percentage.

Our share of this distribution was $ 1.5 million.

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

At December 31, 2024, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 64.3 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):

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Ending balance

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

$ 12,498 $ 14,279

Note 5— Acquisitions

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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 enhances our fully integrated downstream network in the upper Rockies and PNW.

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

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The Company funded the Billings Acquisition with cash on hand and borrowings from the ABL Credit Facility (as defined in Note 14—Debt).

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

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 December 31, 2023 relate to property, plant, and equipment and the environmental liabilities.

During the year ended December 31, 2023, immaterial purchase price allocation adjustments were recorded related to 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 consolidated financial statements, which could be material.

We incurred $ 10.4 million and $ 3.4 million of acquisition costs related to the Billings Acquisition for the year ended December 31, 2023 and 2022, respectively.

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

We incurred $ 10.4 million and $ 3.4 million of acquisition costs related to the Billings Acquisition for the years ended December 31, 2023 and 2022, respectively.

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

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We expect to incur these costs over a 20 to 30 year period.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

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.

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We accounted for the Northwest Retail Expansion 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.

Of the total purchase price of $ 5.5 million, $ 2.0 million was allocated to property, plant, and equipment, $ 0.8 million was allocated to lease valuation, and $ 0.5 million was allocated to inventory.

Of the total purchase price of $ 5.5 million, $ 2.0 million was allocated to property, plant, and equipment, $ 0.8

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

million was allocated to lease valuation, and $ 0.5 million was allocated to inventory.

We recognized $ 2.1 million in goodwill attributable to opportunities expected to arise from expanding our operations.

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Total segment revenues (3) $ 7,733,866 $ 299,532 $ 584,760

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

Year Ended December 31, 2023 Refining Logistics Retail

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(3) Refer to Note 23—Segment Information for the reconciliation of segment revenues to total consolidated revenues.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

Note 7— Inventories

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

Titled Inventory Supply and Offtake Agreement (1) Total

Titled Inventory Inventory Intermediation Agreement (1)

Supply and Offtake Agreement (1) Total

December 31, 2024

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(1) Please read Note 12—Inventory Financing Agreements for further information.

(2) Includes $ 237.6 million and $ 258.2 million of RINs and environmental credits, reported at the lower of cost or NRV, as of December 31, 2023 and 2022, respectivel y.

(2) Includes $ 195.0 million and $ 237.6 million of RINs and environmental credits, reported at the lower of cost or NRV, as of December 31, 2024 and 2023, respectively.

Our renewable volume obligation and other gross environmental credit obligations of $ 232.0 million and $ 286.9 million, are included in Other accrued liabilities on our consolidated balance sheets as of December 31, 2024 and 2023, respectively.

Inventories valued on the LIFO method were approximately 22 % and 26 % of total inventories at December 31, 2024 and 2023, respectively.

As of December 31, 2023 and December 31, 2022, there was no reserve for the lower of cost or net

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

realizable value of inventory.

As of December 31, 2023 and December 31, 2022, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 36.1 million and $ 46.4 million, respectively.

As of December 31, 2024, and 2023, there was $ 2.3 million reserved and no reserve recorded for the lower of cost or net realizable value of inventory, respectively.

As of December 31, 2024, and 2023, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 31.9 million and $ 36.1 million, respectively.

Note 8— Prepaid and Other Current Assets

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Collateral posted with broker for derivative instruments (1) 38,618 21,763

Billings Acquisition deposit (2) — 30,000

Prepaid insurance 19,718 20,235

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Please read Note 15—Derivatives for further information.

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

Note 9— Property, Plant, and Equipment and Impairment of Long-Lived Assets

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

Note 9— Property, Plant, and Equipment

Major classes of property, plant, and equipment, including assets acquired under finance leases, consisted of the following (in thousands):

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Depreciation and finance lease amortization expense was approximately $ 106.5 million, $ 94.0 million, and $ 75.0 million for the years ended December 31, 2024, 2023, and 2022, respectively.

The Par West refinery was idled in the first quarter of 2020 due to the reduction in demand resulting from the COVID-19 global pandemic’s effect on the economy.

Pursuant to GAAP accounting guidelines, this refinery was deemed abandoned in the fourth quarter of 2020 due to the following factors:

the idling of the assets for more than an insignificant amount of time, the significant cost to restart the refinery, and a lack of a current plan or timeline to restart the refinery.

For the year ended December 31, 2021, we recorded additional impairment charges o f $ 0.2 million in Impairment expense on our consolidated statement of operations related to this idling.

Please read Note 16—Fair Value Measurements for additional information.

For the year ended December 31, 2021, we recorded $ 1.7 million of Impairment expense on our consolidated statement of operations related to the impairment of a separate capital project.

For the years ended December 31, 2022 and 2023, no such impairment was recorded.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

Note 10— Asset Retirement Obligations

Our asset retirement obligations (“AROs”) are primarily related to the removal of underground storage tanks and the removal of brand signage at owned and leased retail sites which are legally required, whether by government action or contractual arrangement.

The table below summarizes the changes in our recorded AROs (in thousands):

Year Ended December 31,

2023 2022 2021

Beginning balance $ 15,375 $ 14,414 $ 10,636

Accretion expense 965 934 873

Revision in estimate — 116 3,602

Liabilities settled during period — ( 89 ) ( 697 )

Ending balance $ 16,340 $ 15,375 $ 14,414

Note 10— Goodwill and Intangible Assets

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Balance at January 1, 2022 $ 127,262

Acquisition (1) 2,120

Divestitures ( 57 )

Balance at December 31, 2022 129,325

Acquisition (1) 2,120

Divestitures (2) ( 50 )

Balance at December 31, 2023 129,275

Acquisition —

Divestitures —

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Please read Note 5—Acquisitions for further discussion.

The gross carrying value of goodwill was $ 202.9 million as of December 31, 2021, $ 205.0 million as of December 31, 2022, and $ 205.0 million as of December 31, 2023.

As of December 31, 2021, 2022, and 2023, we had cumulative charges related to divestitures of $ 75.6 million, $ 75.7 million, and $ 75.8 million, respectively.

The gross carrying value of goodwill was $ 205.0 million as of December 31, 2023 and 2024.

We had cumulative charges related to divestitures of approximately $ 75.7 million as of December 31, 2022, 2023 and 2024, respectively.

PAR PACIFIC HOLDINGS, INC.

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Total intangible assets, net $ 9,520 $ 10,918

Amortization expense was approximately $ 2.7 million for each of the years ended December 31, 2023, 2022, and 2021.

Amortization expense was approximately $ 1.4 million, $ 2.7 million and $ 2.7 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Our intangible assets related to customer relationships and trade names have an average useful life of 13.5 years.

2 unchanged sentences

Thereafter 4,364

Total $ 9,259

Note 11— Asset Retirement Obligations

The table below summarizes the changes in our recorded AROs (in thousands):

Year Ended December 31,

2024 2023 2022

Beginning balance $ 16,340 $ 15,375 $ 14,414

Accretion expense 1,369 965 934

Revision in estimate — — 116

Liabilities settled during period — — ( 89 )

Ending balance $ 17,709 $ 16,340 $ 15,375

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

Note 12— Inventory Financing Agreements

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

Inventory Intermediation Agreement $ 194,198 $ —

Supply and Offtake Agreement — 594,362

$ 594,362 $ 732,511

Washington Refinery Intermediation Agreement — 160,554

LC Facility due 2024

Obligations under inventory financing agreements $ 194,198 $ 594,362

Inventory Intermediation Agreement

On May 31, 2024, Par Hawaii Refining, LLC (“PHR“), our wholly owned subsidiary, entered into an inventory intermediation agreement with Citigroup Energy Inc.

(“Citi”) (the “Inventory Intermediation Agreement”) to support our Hawaii refining operations.

Pursuant to the Inventory Intermediation Agreement, Citi will finance and hold title to crude oil in storage tanks and certain crude oil in transit to be consumed by PHR’s refinery located in Kapolei, Hawaii (the “Hawaii Refinery”).

In connection with the Inventory Intermediation Agreement, Citi will enter into certain hedging transactions, in each case, on terms and subject to conditions set forth in the Inventory Intermediation Agreement.

The net cash proceeds of $ 203.1 million, presented as Proceeds from inventory financing agreements in our consolidated statement of cash flows, were used to settle a portion of PHR’s outstanding obligations under the prior J.

Aron intermediation agreement.

Upon entry into the Inventory Intermediation Agreement, Citi purchased from PHR all the crude oil held in its Hawaii storage tanks.

Though title resides with Citi, the Inventory Intermediation Agreement is accounted for similar to a product financing arrangement and the crude oil inventories will continue to be included in our consolidated balance sheets until processed and sold to a third party.

Monthly, we record a liability in an amount equal to the amount we expect to pay to repurchase the inventory held by Citi as, following expiration or termination of the Inventory Intermediation Agreement, we are obligated to purchase the crude oil then-owned by Citi at then-current market prices.

The Inventory Intermediation Agreement has a term of three years with a one-year extension option upon mutual agreement.

Par Petroleum, LLC, a wholly owned subsidiary, guarantees PHR’s obligations under the Inventory Intermediation Agreement and certain other related agreements pursuant to an unsecured guaranty.

In connection with the Inventory Intermediation Agreement, on May 31, 2024, PHR entered into a pledge and security agreement with Citi, which grants Citi a security interest on certain collateral to secure the obligations of PHR under the Inventory Intermediation Agreement.

The Inventory Intermediation Agreement also requires PHR to comply with certain covenants that restrict PHR’s ability to take certain actions, including certain limitations on PHR’s ability to incur debt and grant liens.

Supply and Offtake Agreement

We have a supply and offtake agreement with J.

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

On June 1, 2021, we entered into the second amended and restated supply and offtake agreement, which amended and restated the first amended and restated supply and offtake agreement in its entirety.

During the term of the Supply and Offtake Agreement, J.

Aron and we will identify mutually acceptable contracts for the purchase of crude oil from third

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

Per the agreement, J.

Aron will provide up to 150 Mbpd of crude oil to our Hawaii refinery.

Additionally, we will sell, and J.

Aron will buy, at market prices, refined products produced at our Hawaii refinery.

We will then repurchase the refined products from J.

Aron prior to selling the refined products to our retail operations or to third parties.

Under the 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 agreement also provides for the lease of crude oil and certain refined product storage facilities to J.

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

Under the Supply and Offtake Agreement, we would have been subject to an early termination fee if we terminated the Supply and Offtake Agreement prior to May 31, 2023.

Following the expiration or termination of the agreement, we are obligated to purchase the crude oil and refined product inventories then owned by J.

Aron and located at the leased storage facilities at then-current market prices.

Under the Supply and Offtake Agreement, Par Hawaii Refining, LLC (“PHR”) is required to maintain minimum liquidity of not less than $ 15 million for any three consecutive business days, with at least $ 15 million of such liquidity consisting of cash and cash equivalents.

Though title to the crude oil and certain refined product inventories resides with J.

Aron, the Supply and Offtake Agreement is accounted for similar to a product financing arrangement;

therefore, the crude oil and refined products inventories will continue to be included in our consolidated balance sheets until processed and sold to a third party.

Each reporting period, we record a liability in an amount equal to the amount we expect to pay to repurchase the inventory held by J.

Aron based on current market prices.

Prior to July 1, 2021, the Supply and Offtake Agreement also included a deferred payment arrangement whereby we could defer payments owed under the agreements up to the lesser of $ 165 million or 85 % of the eligible accounts receivable and inventory.

The deferred amounts under the deferred payment arrangement bore interest at a rate equal to three-month LIBOR plus 3.50 % per annum.

We also paid a deferred payment availability fee equal to 0.75 % of the unused capacity under the deferred payment arrangement.

Effective July 1, 2021, a discretionary draw facility (the “Discretionary Draw Facility”) became available to PHR up to but excluding the Expiration Date.

Prior to May 31, 2024, we were a party to the Supply and Offtake Agreement with J.

Aron to support our Hawaii refining operations.

Under the Supply and Offtake Agreement, we paid or received certain fees from J.

Aron based on changes in crude oil market prices over time.

Though title to the crude oil and certain refined product inventories resided with J.

Aron, the Supply and Offtake Agreement was accounted for similar to a product financing arrangement;

therefore, the crude oil and refined products inventories continued to be included in our consolidated balance sheets until processed and sold to a third party.

Each reporting period, we recorded a liability in an amount equal to the amount we expected to pay to repurchase the inventory held by J.

Aron based on then-current market prices.

Prior to May 31, 2024, a discretionary draw facility (the “Discretionary Draw Facility”) was available to PHR up to but excluding the expiration date.

Under the Discretionary Draw Facility, J.

Aron agreed to make advances to PHR from time to time at the request of PHR, subject to the satisfaction of certain conditions precedent, in an aggregate principal amount at any one time outstanding not to exceed the lesser of $ 165 million or the sum of the borrowing base, which is calculated as (x) 85 % of the eligible accounts receivables, plus (y) the lesser of $ 82.5 million and 85 % of eligible hydrocarbon inventory, minus (z) such reserves as established by J.

Aron agreed to make advances to PHR from time to time at the request of PHR, subject to the satisfaction of certain conditions precedent, in an aggregate principal amount at any one time outstanding not to exceed the lesser of $ 165 million or the sum of the borrowing base, which was calculated as (x) 85 % of the eligible accounts receivables, plus (y) the lesser of $ 82.5 million and 85 % of eligible hydrocarbon inventory, minus (z) such reserves as established by J.

Aron in respect of eligible receivables and eligible hydrocarbon inventory.

Prior to June 1, 2022, the advances under the Discretionary Draw Facility bore interest at a rate equal to three-month LIBOR plus 4.00 % per annum.

Beginning on June 1, 2022, the advances bear interest at a rate equal to LIBOR (or LIBOR equivalent) plus an applicable spread between 3.50 % and 4.00 % to be determined annually based on certain financial ratios.

We also pay a discretionary draw availability fee equal to 0.75 % of the unused capacity under the Discretionary Draw Facility.

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.

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 year ended December 31, 2023, we did not enter into any contracts to fix market fees related to our Supply and Offtake Agreement.

The amount due to or from J.

Aron is 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 due for the year ended December 31, 2023.

We recognized fixed market fees of $ 8.8 million

The Discretionary Draw Facility bore interest at a rate equal to LIBOR (or LIBOR equivalent) plus an applicable spread between 3.50 % and 4.00 % to be determined annually based on certain financial ratios.

We also paid a discretionary draw availability fee equal to 0.75 % of the unused capacity under the Discretionary Draw Facility.

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2024, 2023, and 2022

and $ 13.5 million for the years ended December 31, 2022, and 2021, respectively, which were included in Cost of revenues (excluding depreciation) on our consolidated statements of operations.

On May 31, 2024, the Supply and Offtake Agreement expired, the J.

Aron Discretionary Draw Facility was terminated, and we entered into the Inventory Intermediation Agreement.

We paid $ 382.1 million and $ 60.9 million to settle our J.

Aron obligation and Discretionary Draw Facility remaining obligations, respectively.

These payments are presented within Payments for termination of inventory financing agreements and Net borrowings (repayments) of deferred payment arrangements and receivable advances in our consolidated statement of cash flows.

In connection with the termination of the Supply and Offtake Agreement, we recognized termination costs of $ 0.2 million, which are recorded in Debt extinguishment and commitment costs on our consolidated statements of operations for the year ended December 31, 2024.

As of December 31, 2024, there were no outstanding obligations under the Supply and Offtake Agreement.

Prior to May 31, 2024, under the Supply and Offtake Agreement, we paid or received certain fees from J.

Aron based on then-changes in market prices over time.

In 2022, we entered into multiple contracts to fix certain market fees for the month of March 2022 for $ 4.5 million.

For the years ended December 31, 2024, and 2023, we did not enter into any contracts to fix market fees related to our Supply and Offtake Agreement.

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 recognized fixed market fees of $ 8.8 million for the years ended December 31, 2022, which were included in Cost of revenues (excluding depreciation) on our consolidated statements of operations.

We did not recognize any fixed market fees due for the years ended December 31, 2024, and 2023.

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 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 3) 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.

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 (as defined in Note 14—Debt) 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 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”).

Refer to Note 14—Debt for further information on the Second Amendment to ABL Credit Facility.

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 agreed, 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 were intended to finance and provide credit support for certain of PHR’s purchases of crude oil.

The LC Facility was early terminated on May 31, 2024, in connection with the termination of the Supply and Offtake Agreement and entry into the Inventory Intermediation Agreement.

In connection with the termination of the LC Facility, we recognized debt extinguishment costs of $ 0.6 million, which are included in Debt extinguishment and commitment costs on our consolidated statements of operations for the year ended December 31, 2024.

We did not have any outstanding borrowings under the LC Facility as of the termination date.

The revolving credit loans under the LC Facility bore 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 (3) alternate base rate plus 1.5 %, as more particularly described in the LC Facility Agreement.

PHR had 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 paid 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.

Washington Refinery Intermediation Agreement

Prior to December 31, 2023, we were party to the Washington Refinery Intermediation Agreement with MLC, which provided a structured financing arrangement based on U.S.

Prior to December 31, 2023, we were a party to the Washington Refinery Intermediation Agreement with MLC, which provided a structured financing arrangement based on U.S.

Oil’s crude oil and refined products inventories and associated accounts receivable.

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Oil to MLC, the payment of certain fees by U.S.

Oil 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 U.S.

Oil 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.

In connection with the Wind-Down Agreement, we recognized a termination fee of $ 1.5 million, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023.

The cash paid to settle the obligation is included in Payments for termination of inventory financing agreements in our consolidated statements of cash flows for the year ended December

Oil to MLC, and the satisfaction of other conditions precedent specified in the Wind-Down Agreement, MLC released all of its liens and security

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2024, 2023, and 2022

As of December 31, 2023, there were no outstanding obligations under the Washington Refinery Intermediation Agreement.

interests in all collateral, and MLC and U.S.

In connection with the Wind-Down Agreement, we recognized termination fees of $ 1.5 million, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023.

The cash paid to settle the obligation is included in Payments for termination of inventory financing agreements in our consolidated statements of cash flows for the year ended December 31, 2023.

As of December 31, 2024, and 2023, there were no outstanding obligations under the Washington Refinery Intermediation Agreement.

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

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Borrowing capacity

175,891 204,843

MLC receivable advances

Outstanding borrowings (1)

Borrowing capacity

LC Facility due 2024

1 unchanged sentence

Borrowing capacity — 120,000

MLC issued letters of credit

LC Facility issued letters of credit — 13,000

______________________________________________________

(1) Borrowings outstanding under the Discretionary Draw Facility and MLC receivable advances are included in Obligations under inventory financing agreements on our consolidated balance sheets.

Changes in the borrowings outstanding under these arrangements are included within Cash flows from financing activities on the consolidated statements of cash flows.

(1) Borrowings outstanding under the Discretionary Draw Facility were included in Obligations under inventory financing agreements on our consolidated balance sheets.

Changes in the borrowings outstanding under these arrangements were included within Cash flows from financing activities on our consolidated statements of cash flows.

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

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Net fees and expenses:

Inventory Intermediation Agreement

Inventory intermediation fees (1) $ 17,480 $ — $ —

Interest expense and financing costs, net 775 — —

Supply and Offtake Agreement

7 unchanged sentences

___________________________________________________

(1) Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $ 11.8 million for the year ended December 31, 2024.

Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 13.5 million, $ 13.5 million, and $ 63.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

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

Please read Note 15—Derivatives for further information.

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2024, 2023, and 2022

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

Please read Note 15—Derivatives for further information.

Note 13— Other Accrued Liabilities

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Term Loan Credit Agreement due 2030

7.75 % Senior Secured Notes due 2025

Term Loan B Facility due 2026

12.875 % Senior Secured Notes due 2026

640,125 545,875

Other long-term debt 4,108 4,746

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Total $ 1,127,233

As of December 31, 2023, we had $ 133.7 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 $ 56.2 million and $ 5.9 million in cash-collateralized letters of credit and surety bonds outstanding as of December 31, 2023 and December 31, 2022, respectively.

As of December 31, 2024, and December 31, 2023, we had $ 110.2 million and $ 133.7 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively.

We had $ 57.1 million and $ 56.2 million in surety bonds outstanding as of December 31, 2024, and December 31, 2023, respectively.

PAR PACIFIC HOLDINGS, INC.

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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.

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 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 and will be amortized over the remaining term of the ABL Credit Facility .

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Oil 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.

As of December 31, 2023, the ABL Credit Facility had $ 115 million outstanding in revolving loans , and a borrowing base of approxi mately $ 603.7 million.

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.

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.

On May 31, 2024, in connection with the entry into the Inventory Intermediation Agreement, PHR entered into a Joinder Agreement, as a borrower to the ABL Credit Facility.

As of December 31, 2024, the ABL Credit Facility had $ 483 million outstanding in revolving loans and a borrowing base of approxi mately $ 1.0 billion.

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

As of December 31, 2024, we had $ 421.8 million of availability under the ABL Credit Facility.

The interest rates applicable to borrowings under the ABL Credit Facility are 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.

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

The effective interest rate was 2.65 % for the year ended December 31, 2023.

The effective interest rate was 6.97 % and 2.65 % for the years ended December 31, 2024 and 2023, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

Under the ABL Credit Agreement, the applicable margins for the ABL Credit Facility and advances under the ABL Credit Facility are as specified below:

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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.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

Term Loan Credit Agreement due 2030

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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 consolidated statement of operations for the year ended December 31, 2023.

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.

On November 25, 2024, the Term Loan Credit Agreement was amended by the Amendment No.

2 to Term Loan Credit Agreement (“Amendment No.

2 to Term Loan Credit Agreement”).

Amendment No.

2 to Term Loan Credit Agreement provided for, among other things, an increase to the size of the term loan from $ 550.0 million to an aggregate initial principal balance of $ 650.0 million.

We recorded deferred financing costs of $ 0.5 million related to the Amendment No.

2 to Term Loan Credit Agreement that will be amortized over the remaining term.

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.

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The Term Loan Credit Agreement matures on February 28, 2030.

Retail Property Term Loan

On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan.

We recognized approximately $ 1.4 million of debt extinguishment costs related to our prepayment of the loan principal, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2021.

The Retail Property Term Loan bore interest based on a floating rate equal to the applicable LIBOR for a one-month interest period plus 1.5 %.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

7.75 % Senior Secured Notes

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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 consolidated statement of operations for the year ended December 31, 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

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

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

On June 14, 2021, we redeemed $ 36.8 million aggregate principal amount of 12.875 % Senior Secured Notes at a redemption price of 112.875 % of the aggregate principal amount of the notes redeemed, plus the accrued and unpaid interest as of the redemption date.

On the redemption date, we paid a premium of approximately $ 4.7 million and incurred additional debt extinguishment costs of $ 1.9 million, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2021.

We repurchased and cancelled $ 13.9 million and $ 21.7 million in aggregate principal amount of 12.875 % Senior Secured Notes on May 16, 2022, and May 27, 2022, respectively, at a repurchase price of 111.125 % of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest as of the repurchase date.

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As of December 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 declared 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.

Any non-convertible debt securities issued under the Registration Statement may be fully and unconditionally guaranteed (except for customary release provisions), on a joint and several basis, by some or all of our subsidiaries, other than subsidiaries that are “minor” within the meaning of Rule 3-10 of Regulation S-X (the “Guarantor Subsidiaries”).

We have no “independent assets or operations” within the meaning of Rule 3-10 of Regulation S-X and certain of the Guarantor Subsidiaries may be subject to restrictions on their ability to distribute funds to us, whether by cash dividends, loans, or advances.

PAR PACIFIC HOLDINGS, INC.

7 unchanged sentences

Our futures, options, and OTC swaps are marked-to-market and changes in the fair value of these contracts are recognized within Cost of revenues (excluding depreciation) on our consolidated statements of operations.

We are obligated to repurchase the crude oil and refined products from J.

Aron at the termination of the Supply and Offtake Agreement.

Our Washington Refinery Intermediation Agreement contained forward purchase obligations for certain volumes of crude oil and refined products that are required to be settled at market prices on a monthly basis.

We have determined that these obligations under the Supply and Offtake Agreement contain embedded derivatives.

As such, we have accounted for these embedded derivatives at fair value with changes in the fair value recorded in Cost of revenues (excluding depreciation) on our consolidated statements of operations.

We have entered into forward purchase contracts for crude oil and forward purchases and sales contracts of refined products.

We are obligated to repurchase the crude oil from Citi at the termination of the Inventory Intermediation Agreement.

On May 31, 2024, we repurchased the crude oil and refined products from J.

Aron at the expiration of the Supply and Offtake Agreement.

Our Washington Refinery Intermediation Agreement contained forward purchase obligations for certain volumes of crude oil and refined products that were required to be settled at market prices on a monthly basis.

Thus, we have determined that the obligations under the current Inventory Intermediation Agreement contains, and those under the previously terminated Supply and Offtake Agreement and Washington Refinery Intermediation Agreement contained, embedded derivatives.

As such, we have accounted for the embedded derivatives contained in the aforementioned agreements at fair value with changes in the fair value recorded in Cost of revenues (excluding depreciation) on our consolidated statements of operations for the years ended December 31, 2024 and 2023.

We have entered into forward purchase contracts for crude oil, forward purchases and sales contracts of refined products, and forward purchase contracts for environmental credits.

We elect the normal purchases normal sales (“NPNS”) exception for all forward contracts that meet the definition of a derivative and are not expected to net settle.

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Our cash margin that is required as collateral deposits cannot be offset against the fair value of open contracts except in the event of default.

Our open futures and OTC swaps expire in March 2025.

Our open futures and OTC swaps expire in December 2025.

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

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Furthest expiry date

September 2024

December 2025

Interest Rate Derivatives

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 are exposed to interest rate volatility in our ABL Credit Facility, Term Loan Credit Agreement, and the Inventory Intermediation Agreement.

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

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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.

We pay variable interest quarterly until the three month SOFR reaches the floor.

If the three month SOFR is between the floor and the cap, no payment is due to either party.

If the three month SOFR is greater than the cap, the counterparty pays us.

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

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

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2024, 2023, and 2022

As of December 31, 2020, we had entered into an interest rate swap at an average fixed rate of 3.91 % in exchange for the floating interest rate on the notional amounts due under the Retail Property Term Loan.

This swap was set to expire on May 31, 2026, the maturity date of the Retail Property Term Loan.

On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan and the related interest rate swap.

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

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Aron repurchase obligation derivative Obligations under inventory financing agreements — ( 392 )

MLC terminal obligation derivative Obligations under inventory financing agreements — 14,435

Citi repurchase obligation derivative Obligations under inventory financing agreements ( 1,588 ) —

Interest rate derivatives Other liabilities ( 24 ) ( 821 )

_________________________________________________________

(1) Does not include cash collateral of $ 21.8 million and $ 40.8 million recorded in Prepaid and other current assets as of December 31, 2023, and December 31, 2022, respectively, and $ 9.5 million in Other long-term assets as of both December 31, 2023 and December 31, 2022.

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

(1) Does not include cash collateral of $ 38.6 million and $ 21.8 million recorded in Prepaid and other current assets as of December 31, 2024, and 2023, respectively, and $ 9.5 million in Other long-term assets as of December 31, 2023.

As of December 31, 2024, we had no cash collateral recorded in Other long-term assets.

Does not include $ 2.3 million recorded in Prepaid and other current assets as of December 31, 2024, related to realized derivatives receivable.

(2) Does not include $ 6.1 million and $ 27.2 million recorded in Other accrued liabilities as of December 31, 2024, and 2023, respectively, related to realized derivatives payable.

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

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Aron repurchase obligation derivative Cost of revenues (excluding depreciation) 1,053 11,764 2,995

Citi repurchase obligation derivative Cost of revenues (excluding depreciation) ( 1,588 ) — —

MLC terminal obligation derivative Cost of revenues (excluding depreciation) — ( 34,149 ) ( 49,636 )

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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 fair value.

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

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

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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.

Par West Refinery

Pursuant to GAAP accounting guidelines, the Par West refinery was deemed abandoned in the fourth quarter of 2020 due to the following factors:

the idling of the assets for more than an insignificant amount of time, the significant cost to restart the refinery, and a lack of a current plan or timeline to restart the refinery.

Given the lack of alternative uses of the Par West refinery assets, we impaired all assets that are not expected to be used as part of our ongoing refining operations in Hawaii

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

down to their salvage value, which is immaterial.

For the year ended December 31, 2021, we recorded $ 0.2 million of Impairment expense on our consolidated statement of operations related to this idling.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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These include our exchange traded futures.

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.

Level 2 instruments are valued using quoted prices for similar assets and liabilities in

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

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.

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Level 3 instruments are valued using significant unobservable inputs that are not supported by sufficient market activity.

The valuation of the embedded derivatives related to our J.

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

The valuation of the embedded derivative related to our Citi repurchase obligation is based on estimates of the prices and a weighted-average price differential assuming settlement at the end of the reporting period.

Estimates of the Citi settlement prices are based on observable inputs, such as Brent indices, and unobservable inputs, such as contractual price differentials as defined in the Inventory Intermediation Agreement.

Prior to the termination of the Supply and Offtake Agreement on May 31, 2024, we had embedded derivatives related to our J.

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

Estimates of the J.

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 of $ 13.75 per barrel, and range from a discount of $ 7.74 per barrel to a premium of $ 36.07 per barrel as of December 31, 2023.

Aron settlement prices were 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 varied by location and by the type of product, had a weighted average of $ 13.75 , and range from a discount of $ 7.74 per barrel to a premium of $ 36.07 per barrel as of December 31, 2023.

Contractual price differentials are considered unobservable inputs;

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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 18—Commitments and Contingencies for further information on the EPA regulations related to greenhouse gases and our environmental credit obligations.

Please read Note 18—Commitments and Contingencies for further information on the EPA regulations related to greenhouse gases.

Financial Statement Impact

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Commodity derivatives $ ( 215,139 ) $ ( 10,898 ) $ — $ ( 226,037 ) $ 212,581 $ ( 13,456 )

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

Citi repurchase obligation derivative — — ( 1,588 ) ( 1,588 ) — ( 1,588 )

Interest rate derivatives

— ( 24 ) — ( 24 ) — ( 24 )

Gross environmental credit obligations (2) (3)

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Commodity derivatives $ ( 92,417 ) $ ( 140,022 ) $ — $ ( 232,439 ) $ 231,909 $ ( 530 )

Citi repurchase obligation derivative

Aron repurchase obligation derivative

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

— — ( 392 ) ( 392 ) — ( 392 )

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

Gross environmental credit obligations (2) (3)

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

(1) Does not include cash collateral of $ 31.3 million and $ 50.3 million as of December 31, 2023 and 2022, respectively, included within Prepaid and other current assets and Other long-term assets on our consolidated balance sheets.

(2) Does not include RINs assets and other environmental credits of $ 237.6 million and $ 258.2 million presented as Inventories on our consolidated balance sheet and stated at the lower of cost and net realizable value as of December 31, 2023 and 2022, respectively.

(3) Does not include environmental liabilities of $ 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 consolidated balance sheets as of December 31, 2023.

_________________________________________________________

(1) Does not include cash collateral of $ 38.6 million and $ 31.3 million as of December 31, 2024 and 2023, respectively, included within Prepaid and other current assets and Other long-term assets on our consolidated balance sheets, respectively.

(2) Does not include RINs assets and other environmental credits of $ 195.0 million and $ 237.6 million presented in Inventories on our consolidated balance sheet and stated at the lower of cost and net realizable value as of December 31, 2024 and 2023, respectively.

(3) Does not include environmental liabilities of $ 187.5 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 consolidated balance sheets as of December 31, 2024 and 2023, respectively.

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

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$ 483,000 $ 483,000

LC Facility due 2024 (2)

Term Loan Credit Agreement due 2030 (2)

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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 (1) $ 115,000 $ 115,000

Term Loan Credit Agreement due 2030 (2) 531,112 545,875

LC Facility due 2024 (1)

Other long-term debt (2) 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 measurements of the ABL Credit Facility, LC Facility, and the Prior ABL Credit Facility are considered Level 3 measurements 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 14—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.

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

(2) 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.

The fair value of the Term Loan Credit Agreement and Other long-term debt 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 and Other long-term debt may not be actively traded.

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

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For the Years Ended December 31, 2024, 2023, and 2022

The following table provides information on the amounts (in thousands, except lease term and discount rates) of our ROU assets and liabilities as of December 31, 2023 and 2022 and their placement within our consolidated balance sheets:

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

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

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Present value of lease liabilities $ 13,942 $ 442,266 $ 456,208

Additionally, we have $ 22.5 million in future undiscounted cash flows for operating leases and no future undiscounted cash flows for 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.

Sale-Leaseback Transaction

On February 11, 2021, Par Hawaii, LLC (“PHL”) and Par Hawaii Property Company, LLC (collectively, the “Sellers”), both our wholly owned subsidiaries, entered into a Purchase Agreement and Escrow Instructions with MDC Coast HI 1, LLC, a subsidiary of Realty Income Corporation (the “Buyer”), and Fidelity National Title Insurance Company, pursuant to which the Sellers and Buyer agreed to consummate a sale-leaseback transaction (the “Sale-Leaseback Transactions”).

Under the terms of the Purchase Agreement, the Sellers agreed to sell to the Buyer a total of twenty-two ( 22 ) retail convenience store/fuel station properties located in Hawaii (the “Sale-Leaseback Properties”) for an aggregate cash purchase price of $ 112.8 million, net of transaction fees.

On February 23, 2021, the Sellers and Buyer closed the Sale-Leaseback Transactions with respect to twenty-one ( 21 ) Sale-Leaseback Properties for an aggregate cash purchase price of approximately $ 107.0 million, net of transaction fees.

On March 12, 2021, the Sellers and Buyer closed the sale of one additional property for an aggregate cash purchase price of approximately $ 5.8 million, net of transaction fees.

We recognized a gain of $ 63.9 million as a result of these transactions, which is included in Loss (gain) on sale of assets, net on our consolidated statements of operations for the year ended December 31, 2021.

Upon the closings of the sales of the Sale-Leaseback Properties, PHL entered into a Master Land and Building Lease Agreement (the “Lease Agreement”) with the Buyer, pursuant to which, among other things, PHL leased the Sale-Leaseback Properties from the Buyer, on a commercial triple-net basis, for 15 years unless earlier terminated.

The initial lease term may be

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

extended for up to four five-year renewal terms in accordance with the terms of the Lease Agreement.

Under the terms of the Lease Agreement, PHL is responsible for monthly rent and all expenses related to the leased facilities, including, but not limited to, insurance premiums, taxes, and other expenses, such as utilities.

As a result of the Sale-Leaseback Transactions, we recorded operating ROU assets and lease liabilities of $ 81.3 million.

Certain of the Sale-Leaseback Properties were treated as failed sale-leaseback transactions based on the terms of the lease.

As such, we retained the book value of the assets and recognized a finance liability of $ 12.4 million included in Other accrued liabilities and Other liabilities on our consolidated balance sheet.

In connection with PHL’s entry into the Lease Agreement, Par Petroleum, LLC, our wholly owned subsidiary, entered into a guaranty agreement in favor of the Buyer, pursuant to which, among other things, Par Petroleum, LLC guaranteed the payment when due of the monthly rent, and all other additional rent, interest, and charges payable by PHL to the Buyer under the Lease Agreement, and the performance by PHL of all the material terms, conditions, covenants, and agreements of the Lease Agreement.

Additionally, we have no future undiscounted cash flows for operating leases or finance leases that have not yet commenced.

Note 18— Commitments and Contingencies

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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.

From time to time, Par Hawaii Refining, LLC 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.

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

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 assessments for tax years 2023 through 2025.

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 Hawaii foreign trade zone from certain state taxes.

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, 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 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 unspecified damages, penalties, interest and injunctive relief.

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.

and certain unnamed defendants made false claims and statements in

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

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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Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time.

The EPA also regularly conducts compliance inspections related to these regulations.

Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations.

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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 emissions limits, controls, monitoring, and repair

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

requirements under the Consent Decree.

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

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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Washington Climate Commitment Act and Clean Fuel Standard

In 2021, the Washington legislature passed the Climate Commitment Act (“Washington CCA”), which established a cap and invest program designed to significantly reduce greenhouse gas emissions.

The Climate Commitment Act (“Washington CCA”), was established in 2021 and took effect January 1, 2023.

The Washington CCA established a cap and invest program designed to significantly reduce greenhouse gas emissions.

Rules implementing the Washington CCA by the Washington Department of Ecology set a cap on greenhouse gas emissions, provide mechanisms for the sale and tracking of tradable emissions allowances, and establish additional compliance and accountability measures.

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.

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.

We purchase emission

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

allowances and compliance credits or allowances at State auctions and on the open market to meet our obligations under these regulations and include the costs in the price of our products.

Regulation of Greenhouse Gases

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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.

During the year ended December 31, 2023, we settled all of our 2020, 2021, and 2022 RVO liabilities, which resulted in a gain of $ 102.1 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 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.

1 unchanged sentence

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.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

Environmental Agreement

On September 25, 2013, Par Petroleum, LLC (formerly Hawaii Pacific Energy, a wholly owned subsidiary of Par created for purposes of the acquisition of PHR), Tesoro Corporation (“Tesoro”), and PHR entered into an Environmental Agreement (“Environmental Agreement”) that allocated responsibility for known and contingent environmental liabilities related to the acquisition of PHR, including a consent decree.

Indemnification

In addition to its obligation to reimburse us for capital expenditures incurred pursuant to a consent decree, Tesoro agreed to indemnify us for claims and losses arising out of related breaches of Tesoro’s representations, warranties, and covenants in the Environmental Agreement, certain defined “corrective actions” relating to pre-existing environmental conditions, third-party claims arising under environmental laws for personal injury or property damage arising out of or relating to releases of hazardous materials that occurred prior to the date of the closing of the PHR acquisition, any fine, penalty, or other cost assessed by a governmental authority in connection with violations of environmental laws by PHR prior to the date of the closing of the PHR acquisition, certain groundwater remediation work, fines, or penalties imposed on PHR by a consent decree related to acts or omissions of Tesoro prior to the date of the closing of the PHR acquisition, and claims and losses related to the Pearl City Superfund Site.

Tesoro’s indemnification obligations are subject to certain limitations as set forth in the Environmental Agreement.

These limitations include a deductible of $ 1 million and a cap of $ 15 million for certain of Tesoro’s indemnification obligations related to certain pre-existing conditions, as well as certain restrictions regarding the time limits for submitting notice and supporting documentation for remediation actions.

Major Customers

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Our debt agreements restrict the payment of dividends.

Issuance of Common Stock

On March 16, 2021, we entered into an underwriting agreement with J.P.

Morgan Securities LLC and Goldman Sachs & Co.

LLC, as representatives of the several underwriters named therein, in connection with an underwritten public offering (the “Equity Offering”) of 5.75 million shares of common stock, par value $ 0.01 per share, at a public offering price of $ 16.00 per share.

We completed the issuance of these shares on March 19, 2021.

The net proceeds from the Equity Offering were approximately $ 87.2 million, after deducting underwriting discounts and commissions and offering expenses.

We used the net proceeds from the Equity Offering to repay the remaining $ 48.7 million in aggregate 5.00 % Convertible Senior Notes due at maturity in June 2021 and $ 36.8 million in aggregate principal amount of 12.875 % Senior Secured Notes, and the remainder for general corporate purposes, including capital expenditures and funding working capital.

Share Repurchase Program

2 unchanged sentences

Under the share repurchase program, the Company may repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal and state laws.

The share repurchase program does not have

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

a specified end date and may be limited or terminated at any time without prior notice.

During the years ended December 31, 2023 and 2022, 1,841 thousand and 420 thousand shares were repurchased under this share repurchase program for a total of $ 62.1 million and $ 5.8 million, respectively.

The share repurchase program does not have a specified end date and may be limited or terminated at any time without prior notice.

During the years ended December 31, 2024 and 2023, 5.0 million and 1.8 million shares were repurchased under this share repurchase program, respectively for a total of $ 136.7 million and $ 62.1 million, respectively.

The repurchased shares were retired by the Company upon receipt.

As of December 31, 2024, there was $ 46.4 million of authorization remaining under this share repurchase program.

On February 21, 2025, the Board authorized a share repurchase program for up to $ 250 million of common stock, with no specified end date.

This repurchase program terminated and replaced the prior authorization to repurchase up to $ 250 million of common stock.

Incentive Plans

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Long Term Incentive Plan

Under the Par Petroleum Corporation 2012 Long Term Incentive Plan (“Incentive Plan” or “LTIP”), as amended and restated, the Board, or a committee of the Board, may grant incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, and performance restricted stock units to directors and other employees or those of our subsidiaries.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

restricted stock units, and performance restricted stock units to directors and other employees or those of our subsidiaries.

The maximum number of shares that may be granted under the LTIP is 9.0 million shares of common stock.

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The fair value of the restricted stock and stock units is generally determined based upon the quoted market price of our common stock on the date of grant.

Restricted stock awards generally vest ratably over a four-year period.

Restricted stock awards granted prior to 2023 vest ratably over a four-year period.

Beginning in 2023, restricted stock awards vest ratably over a three-year period.

Restricted stock units do not vest ratably, rather they generally vest in full at the end of three years , while some restricted stock units vest over the same period of time with a one-year cliff.

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50 % for a non-employee chairman of the Board, 35 % for non-employee members of the Board, and 50 % - 70 % for executive officers.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Incentive Plan and Stock Purchase Plan (in thousands):

12 unchanged sentences

At December 31, 2024, 239 thousand shares remained available under the ESPP.

During each of the years ended December 31, 2023, 2022, and 2021, we recognized $ 0.3 million of compensation costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) related to the 15 % discount offered to employees under the ESPP.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

During the years ended December 31, 2024, 2023, and 2022, we recognized $ 0.4 million, $ 0.3 million, and $ 0.3 million, respectively, of compensation costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) related to the 15 % discount offered to employees under the ESPP.

During the years ended December 31, 2024, 2023, and 2022, employees purchased 136 thousand, 61 thousand, and 67 thousand shares under the ESPP, respectively.

Management Stock Purchase Plan

Other Activity

On February 26, 2019, our Board approved the Par Pacific Holdings, Inc.

4 unchanged sentences

As of December 31, 2024, no Deferred RSUs or Matching RSUs had been issued under the MSPP.

On February 27, 2024, William Pate, our former 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 year December 31, 2024, we recorded a total of $ 13.1 million stock-based compensation expenses resulting from the equity awards modifications.

Restricted Stock Awards and Restricted Stock Units

11 unchanged sentences

Fair value of restricted stock awards and restricted stock units vested $ 9,514 $ 6,677 $ 5,718

As of December 31, 2024 and 2023, there were approximately $ 12.1 million and $ 11.4 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, respectively which are expected to be recognized on a straight-line basis over a weighted-average period of 1.31 years and 1.46 years, respectively.

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2024, 2023, and 2022

As of December 31, 2023 and 2022, there were approximately $ 11.4 million and $ 8.8 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 1.46 years and 1.69 years, respectively.

Performance Restricted Stock Units

12 unchanged sentences

Performance restricted stock units a re subject to certain annual performance targets based on three-year performance periods as defined by our Board.

As of December 31, 2023 and 2022, there were approximately $ 2.0 million and $ 0.7 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 1.99 years and 1.69 years, respectively.

As of December 31, 2024 and 2023, there were approximately $ 2.4 million and $ 2.0 million of total unrecognized compensation costs related to the performance restricted stock units, respectively which are expected to be recognized on a straight-line basis over a weighted-average period of 1.90 years and 1.99 years, respectively.

Stock Option Grants

10 unchanged sentences

Risk-free interest rate 4.71 % 1.83 %

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

The following table summarizes our stock option activity (in thousands, except per share amounts and term years):

3 unchanged sentences

Outstanding balance at December 31, 2023 1,315 $ 16.97 4.1 $ 25,509

Issued 350 30.80

Exercised ( 100 ) 14.60

2 unchanged sentences

Exercisable, end of year 1,167 $ 17.24 3.2 $ 532

The estimated weighted-average grant-date fair value per share of options granted during the year ended December 31, 2022 and 2021, was $ 7.44 , and $ 7.72 , respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

The estimated weighted-average grant-date fair value per share of options granted during the years ended December 31, 2024 and 2022, was $ 18.73 and $ 7.44 , respectively.

No options were granted during the year ended December 31, 2023.

6 unchanged sentences

Oil union employees, we match employee contributions up to a maximum of 6 % of the employee’s eligible compensation, with the employer contributions vesting at 100 %.

Beginning in January 2021 and as part of cost reductions in response to the impact of the COVID-19 pandemic on our businesses, we temporarily suspended matching employee contributions for salaried employees with 2020 annual earnings in excess of the IRS highly compensated limit of $ 130,000 .

In January 2022, we resumed matching of all previously-suspended employee contributions.

For the years ended December 31, 2024, 2023, and 2022, we made contributions to the plans totaling approximately $ 9.7 million, $ 7.5 million, and $ 5.2 million, respectively.

Defined Benefit Plans

We maintain defined benefit pension plans (the “Benefit Plans”) covering eligible Wyoming Refining employees and the employees of U.S.

We maintain our Benefit Plans covering eligible Wyoming Refining employees and the employees of U.S.

Oil covered by a collective bargaining agreement.

4 unchanged sentences

In December 2016, the Wyoming Refining plan was amended to freeze all future benefit accruals for salaried employees.

In March 2021, the Wyoming Refining plan was amended (the “Plan Amendment”) to freeze all future benefit accruals for hourly plan participants.

The Plan Amendment reduced the projected benefit obligation by $ 6.0 million.

We recorded a $ 2.0 million Gain on curtailment of pension obligation in our consolidated statements of operations for the year ended December 31, 2021, and an unrealized actuarial gain of $ 4.0 million as Other post-retirement benefits income (loss), net of tax, in our consolidated statements of other comprehensive income for the year ended December 31, 2021.

Similar to the evaluation done for the estimate as of December 31, 2020, the projected benefit obligation estimate was determined based on the present value of projected future benefit payments.

In determining the discount rate, we used pricing and yield information for high-quality corporate bonds that result in payments similar to the estimated distributions of benefits from our plans.

The weighted average discount rate used to determine benefit obligations increased from 2.65 % to 3.25 %, or 23 %, from December 31, 2020 to March 31, 2021.

The estimated rate of compensation increase remained 3 % at the time of curtailment.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

The changes in the projected benefit obligation and the fair value of plan assets of our Benefit Plans for the years ended December 31, 2024 and 2023, were as follows (in thousands):

10 unchanged sentences

Fair value of plan assets as of the beginning of the period $ 42,459 $ 40,639

Actual return (loss) on plan assets

3,800 ( 6,957 )

Actual return on plan assets 2,449 3,800

Employer contributions

3 unchanged sentences

____________________________________________________

(1) For the year ended December 31, 2023, the change in the actuarial loss was due to a decrease in the discount rate.

(1) For the year ended December 31, 2024, the change in the actuarial gain was due to an increase in the discount rate.

For the year ended December 31, 2023, the change in the actuarial loss was due to a decrease in the discount rate.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

The reconciliation of the funding status of our Benefit Plans of December 31, 2023 and 2022 was as follows:

The reconciliation of the funding status of our Benefit Plans of December 31, 2024 and 2023, was as follows (in thousands):

WY Refining U.S.

7 unchanged sentences

Net amount recorded $ ( 2,229 ) $ 4,728 $ ( 3,363 ) $ 2,535

Gross amounts recognized in accumulated other comprehensive income (loss):

Net actuarial gain (loss) $ 4,546 $ 376 $ 5,243 $ ( 318 )

Total accumulated other comprehensive income (loss) $ 4,546 $ 376 $ 5,243 $ ( 318 )

Gross amounts recognized in accumulated other comprehensive income:

Net actuarial gain

$ 5,108 $ 2,752 $ 4,546 $ 376

Total accumulated other comprehensive income

$ 5,108 $ 2,752 $ 4,546 $ 376

____________________________________________________

(1) For the years ended December 31, 2024 and 2023, we recognized an immaterial amount of service costs (credits) in accumulated other comprehensive income.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

Weighted-average assumptions used to measure our projected benefit obligation as of December 31, 2024, 2023, and 2022, and net periodic benefit costs for the years ended December 31, 2024, 2023, and 2022, are as follows:

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(2) The expected long-term rate of return is based on the target asset allocation of each plan and capital market assumptions developed using forward-looking models and historical market data and trends.

The net periodic benefit cost (credit) for the years ended December 31, 2023, 2022, and 2021 includes the following components:

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

The net periodic benefit cost (credit) for the years ended December 31, 2024, 2023, and 2022, includes the following components (in thousands):

2024 2023 2022

3 unchanged sentences

Expected return on plan assets ( 2,244 ) ( 2,151 ) ( 2,596 )

Amortization of net loss ( 244 ) 3 245

Amortization of net loss (gain)

( 172 ) ( 244 ) 3

Amortization of prior service cost ( 45 ) ( 45 ) —

Effect of curtailment — — ( 2,032 )

Net periodic benefit cost (credit) $ 123 $ 98 $ ( 234 )

The Service cost component of net periodic benefit cost is included in Operating expense (excluding depreciation) on our consolidated statement of operations for the years ended December 31, 2024, 2023, and 2022.

The other components of net periodic benefit cost are included in Other income (expense), net on our consolidated statement of operations for the years ended December 31, 2023, 2022, and 2021.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

The other components of are included in Other income (expense), net on our consolidated statement of operations for the years ended December 31, 2024, 2023, and 2022.

The weighted-average asset allocation for our Wyoming Refining plan at December 31, 2024, is as follows:

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The pooled separate accounts are valued based upon the fair market value of the underlying investments and are deemed to be Level 2.

We intend to make contributions in the amount of approximately $ 0.5 million to the Wyoming Refining plan and do not intend to make any contributions to the U.S.

Oil plan during 2024.

Based on current data and assumptions, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years:

Thereafter 13,698

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2024, 2023, and 2022

We intend to make contributions in the amount of approximately $ 0.4 million to the Wyoming Refining plan and do not intend to make any contributions to the U.S.

Oil plan during 2025.

Based on current data and assumptions, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years (in thousands):

Thereafter 13,745

Total $ 27,213

Note 21— Income (Loss) Per Share

3 unchanged sentences

Net income (loss) $ ( 33,322 ) $ 728,642 $ 364,189

Net income effect of convertible securities — — —

Net income (loss) effect of convertible securities

Numerator for diluted income (loss) per common share $ ( 33,322 ) $ 728,642 $ 364,189

7 unchanged sentences

Shares of stock options 1,544 129 1,868

Common stock equivalents using the if-converted method of settling the 5.00 % Convertible Senior Notes (2)

________________________________________________________

1 unchanged sentence

We have utilized the basic shares outstanding to calculate both basic and diluted loss per common share for the year ended December 31, 2024.

(2) We had no 5.00 % Convertible Senior Notes outstanding for the years ended December 31, 2023 and 2022.

Note 22— Income Taxes

For the year ended December 31, 2023, we recorded an income tax benefit of $ 115.3 million primarily driven by a non-cash deferred tax benefit of $ 277.7 million related to the release of a majority of the valuation allowance against our federal net deferred tax assets, partially offset by deferred tax expense from net operating loss utilization and state tax expense.

For the year ended December 31, 2022, we recorded an income tax expense of $ 0.7 million primarily driven by an increase in state taxable income.

For the year ended December 31, 2021, we recorded an income tax expense of $ 1.0 million primarily driven by foreign withholding taxes.

For the year ended December 31, 2024, we recorded an income tax benefit of $ 5.7 million primarily driven by a non-cash deferred tax benefit of $ 5.5 million primarily driven by our 2024 taxable loss.

For the year ended December 31, 2023, we recorded an income tax benefit of $ 115.3 million primarily driven by a non-cash deferred tax benefit of $ 277.7 million related to the release of a majority of the valuation allowance against our net deferred tax assets, partially offset by state tax expense.

For the year ended December 31, 2022, we recorded an income tax expense of $ 0.7 million primarily driven by an increase in state taxable income and the recording of a valuation allowance against our net deferred tax assets.

In connection with our emergence from bankruptcy on August 31, 2012, we experienced an ownership change as defined under Section 382 of the Code.

Section 382 generally places a limit on the amount of NOL carryforwards and other tax attributes arising before an ownership change that may be used to offset taxable income after an ownership change.

Section 382 generally places a limit on the amount of NOL carryforwards and other tax

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

attributes arising before an ownership change that may be used to offset taxable income after an ownership change.

We believe that we have qualified for an exception to the general limitation rules under Code Section 382(l)(5) which provides for substantially less restrictive limitations on our NOL carryforwards.

6 unchanged sentences

In the fourth quarter of 2023, we analyzed projections for our future taxable income and the absence of objective negative evidence, such as a cumulative loss in recent years.

As a result of this analysis we determined that we have sufficient

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022, and 2021

positive evidence to release a majority of the valuation allowance against our federal net deferred tax assets and recognized a non-cash deferred tax benefit o f $ 277.7 million f or the year ended December 31, 2023.

As a result of this analysis we determined that we had sufficient positive evidence to release a majority of the valuation allowance against our federal net deferred tax assets and recognized a non-cash deferred tax benefit o f $ 277.7 million f or the year ended December 31, 2023.

We retain a partial valuation allowance on a foreign tax credit and certain state deferred tax assets primarily as a result of apportionment factors from minimal activity in certain states impacting assessed likelihood of future realizability.

We will continue to reassess whether the balance of the valuation allowance is appropriate on a quarterly basis and, given the totality of the facts and circumstances, both positive and negative, will adjust the remaining valuation allowance in future periods if the evidence supports doing so.

We will continue to reassess whether the balance of the valuation allowance is appropriate on a periodic basis and, given the totality of the facts and circumstances, both positive and negative, will adjust the remaining valuation allowance in future periods if the evidence supports doing so.

Should our assumptions change indicating the ability to realize these deferred tax assets, any tax benefits related to any reversal of the valuation allowance as of December 31, 2024, will be recognized as a reduction of income tax expense.

Income tax expense (benefit) consisted of the following (in thousands):

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State income taxes, net of federal benefit ( 0.9 ) % 2.9 % 0.1 %

Foreign taxes — % — % ( 1.6 ) %

Change in valuation allowance related to current activity — % ( 45.3 ) % ( 21.3 ) %

Permanent items 1.6 % 0.4 % 0.4 %

Equity Method Investment Recovery

2.5 % — % — %

Non-deductible executive compensation

( 9.8 ) % — % — %

0.7 % 2.2 % — %

Actual income tax rate 15.1 % ( 18.8 ) % 0.2 %

6 unchanged sentences

Net operating loss $ 257,394 $ 244,243

Intangible assets — 830

Environmental credit obligations 8,875 11,280

11 unchanged sentences

Total deferred tax liabilities 221,368 183,161

Total deferred tax assets (liabilities), net (1)

Total deferred tax assets, net (1)

$ 123,163 $ 120,606

______________________________________________________

(1) As of December 31, 2023, deferred tax assets (liabilities), net, is included in Other long-term assets on our consolidated balance sheets.

As of December 31, 2022, deferred tax assets (liabilities), net, is included in Other liabilities on our consolidated balance sheets.

(1) As of December 31, 2024 and 2023, deferred tax assets, net, is included in Other long-term assets on our consolidated balance sheets.

We have NOL carryforwards as of December 31, 2024, of $ 1.0 billion for federal income tax purposes.

If not utilized, approximately $ 0.8 billion of our NOL carryforwards will expire during 2030 through 2037.

Approxim ately $ 0.2 billion of our NOL carryforwards do not expire.

Approximately $ 0.2 billion of our NOL carryforwards do not expire.

We do not have any unrecognized tax benefits as of December 31, 2024.

Note 23— Segment Information

We report the results for the following four reportable segments:

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

Our CODM is the Chief Executive Officer, who regularly uses the operating results of these segments, including Adjusted Gross Margin and Adjusted EBITDA, to assess their performance and make decisions about resources to be allocated to the segments.

The nearest U.S.

GAAP equivalents, gross margin and Operating income, are presented below.

General and administrative expense includes certain shared costs such as finance, accounting, tax, human resources, information technology and legal costs that are not directly attributable to each operating segment.

These expenses are, in general, allocated based on the time and resources spent to provide those individual services.

The remaining non-operating expenses are included in the reconciliation of reportable segment to consolidated Net income (loss) as unallocated expenses.

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2024, 2023, and 2022

Note 23— Segment Information

We report the results for the following four reportable segments:

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

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

For the year ended December 31, 2024 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total

Revenues $ 7,969,480 $ 260,779 $ 592,480 $ ( 590,784 ) $ 8,231,955

$ 7,509,773 $ — $ 474,330 $ ( 355,072 ) $ 7,629,031

Other revenue

224,093 299,532 110,430 ( 288,629 ) 345,426

Total revenues

7,733,866 299,532 584,760 ( 643,701 ) 7,974,457

Cost of revenues (excluding depreciation)

Refining intercompany logistics costs 288,645 — — ( 288,645 ) —

Other cost of revenues (excluding depreciation) 6,860,619 175,590 420,064 ( 355,125 ) 7,101,148

Total cost of revenues (excluding depreciation)

7,149,264 175,590 420,064 ( 643,770 ) 7,101,148

Operating expense (excluding depreciation) 479,737 15,676 88,869 — 584,282

Depreciation and amortization 91,108 27,033 11,037 2,412 131,590

Impairment expense — — — — —

General and administrative expense (excluding depreciation) — — — 108,844 108,844

9 unchanged sentences

Other expense, net ( 1,869 )

Equity earnings from Laramie Energy, LLC 24,985

Income before income taxes 613,306

Equity losses from Laramie Energy, LLC ( 296 )

Loss before income taxes ( 39,018 )

Income tax benefit 5,696

Net income $ 728,642

Net loss $ ( 33,322 )

Total assets $ 2,723,020 $ 693,177 $ 236,055 $ 177,119 $ 3,829,371

8 unchanged sentences

For the year ended December 31, 2023 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total

Revenues $ 7,046,060 $ 198,821 $ 570,206 $ ( 493,302 ) $ 7,321,785

$ 7,821,130 $ — $ 487,709 $ ( 347,313 ) $ 7,961,526

Other revenue

148,350 260,779 104,771 ( 243,471 ) 270,429

Total revenues

7,969,480 260,779 592,480 ( 590,784 ) 8,231,955

Cost of revenues (excluding depreciation)

Refining intercompany logistics costs

243,537 — — ( 243,537 ) —

Other cost of revenues (excluding depreciation)

6,602,297 145,944 437,198 ( 347,330 ) 6,838,109

Total cost of revenues (excluding depreciation)

6,845,834 145,944 437,198 ( 590,867 ) 6,838,109

Operating expense (excluding depreciation) 373,612 24,450 87,525 — 485,587

Depreciation and amortization 81,017 25,122 11,462 2,229 119,830

Impairment expense — — — — —

General and administrative expense (excluding depreciation) — — — 91,447 91,447

Equity earnings from refining and logistics investments

( 7,363 ) ( 4,481 ) — — ( 11,844 )

Acquisition and integration costs — — — 17,482 17,482

4 unchanged sentences

Debt extinguishment and commitment costs ( 19,182 )

Gain on curtailment of pension obligation —

Other income, net 613

Other expense, net ( 53 )

Equity earnings from Laramie Energy, LLC 24,985

Income before income taxes 613,306

Income tax expense ( 710 )

Income tax benefit 115,336

Net income $ 728,642

9 unchanged sentences

For the year ended December 31, 2022 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total

Revenues $ 4,471,111 $ 184,734 $ 456,416 $ ( 402,172 ) $ 4,710,089

$ 7,029,685 $ — $ 475,351 $ ( 308,737 ) $ 7,196,299

Other revenue

16,375 198,821 94,855 ( 184,565 ) 125,486

Total revenues

7,046,060 198,821 570,206 $ ( 493,302 ) $ 7,321,785

Cost of revenues (excluding depreciation)

Refining intercompany logistics costs

184,694 — — ( 184,694 ) —

Other cost of revenues (excluding depreciation)

6,148,000 109,458 428,712 ( 310,156 ) 6,376,014

Total cost of revenues (excluding depreciation)

6,332,694 109,458 428,712 ( 494,850 ) 6,376,014

Operating expense (excluding depreciation) 236,989 14,988 81,229 — 333,206

Depreciation and amortization 65,472 20,579 10,971 2,747 99,769

Impairment expense 1,838 — — — 1,838

General and administrative expense (excluding depreciation) — — — 62,396 62,396

6 unchanged sentences

Gain on curtailment of pension obligation —

Other expense, net ( 52 )

Loss before income taxes ( 80,276 )

Other income, net 613

Income before income taxes 364,899

Income tax expense ( 710 )

Net loss $ ( 81,297 )

Net income $ 364,189

Total assets $ 2,580,298 $ 412,336 $ 244,233 $ 43,780 $ 3,280,647

28 unchanged sentences

Accounts payable $ 4,257 $ 4,991

Accrued taxes — 47

Operating lease liabilities 4 —

3 unchanged sentences

Long-term liabilities

Finance lease liabilities 464 —

Operating lease liabilities 10,255 8,462

6 unchanged sentences

Additional paid-in capital 884,548 860,797

Accumulated earnings (deficit) 465,856 ( 200,687 )

Accumulated earnings 295,846 465,856

Accumulated other comprehensive income (loss) 10,356 8,174

11 unchanged sentences

Depreciation and amortization $ 1,636 $ 1,618 $ 2,131

Loss (gain) on sale of assets, net 30 27 15

General and administrative expense (excluding depreciation) 33,490 29,258 17,882

Acquisition and integration costs (2)

Loss on sale of assets, net 100 30 27

Total operating expenses 35,226 30,906 23,436

Operating loss ( 35,226 ) ( 30,906 ) ( 23,436 )

Other income (expense)

Interest expense and financing costs, net ( 40 ) ( 24 ) ( 1 )

Other income (expense), net ( 31 ) 44 ( 20 )

Equity in earnings (losses) from subsidiaries 759,528 388,008 ( 63,649 )

Total other income (expense), net 759,548 387,987 ( 66,282 )

Equity in earnings from subsidiaries 1,975 759,528 388,008

Total other income, net 1,904 759,548 387,987

Income (loss) before income taxes ( 33,322 ) 728,642 364,551

1 unchanged sentence

Net income (loss) $ ( 33,322 ) $ 728,642 $ 364,189

________________________________________

(1) The income tax benefit (expense) of the Parent Guarantor and Issuer and Subsidiaries is determined using the separate return method.

The Non-Guarantor Subsidiaries and Eliminations column includes tax benefits recognized at the Par consolidated level that are primarily associated with changes to the consolidated valuation allowance and other deferred tax balances.

(2) The acquisition and integration expense related to the Billings Acquisition was pushed down from the Parent Guarantor to the Issuer and Subsidiaries upon consummation of the transaction.

This statement should be read in conjunction with the notes to consolidated financial statements.

25 unchanged sentences

Depreciation and amortization 1,636 1,618 2,131

Non-cash interest expense — — 1,364

Loss (gain) on sale of assets, net 100 30 27

12 unchanged sentences

Cash flows from financing activities:

Proceeds from sale of common stock, net of offering costs — — 87,193

Proceeds from borrowings — — 12,364

Repayments of borrowings ( 45 ) — ( 9,319 )

18 unchanged sentences

PAR PACIFIC HOLDINGS, INC.

/s/ William Pate

Chief Executive Officer

/s/ William Monteleone

William Monteleone

President and Chief Executive Officer

/s/ Shawn Flores

2 unchanged sentences

Signature Title

/s/ WILLIAM PATE Chief Executive Officer and Director

/s/ WILLIAM MONTELEONE President, Chief Executive Officer, and Director

(Principal Executive Officer)

/s/ WILLIAM MONTELEONE President and Director

William Monteleone

3 unchanged sentences

(Principal Accounting Officer)

/s/ MELVYN N.

KLEIN Chairman Emeritus

/s/ ROBERT S.

4 unchanged sentences

Curtis Anastasio

/s/ WALTER A.

/s/ KATHERINE HATCHER Director

Katherine Hatcher

/s/ ANTHONY CHASE Director

Anthony Chase

/s/ WILLIAM PATE Director

/s/ PHILIP DAVIDSON Director

3 unchanged sentences

/s/ AARON ZELL

/s/ ERIC YEAMAN

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-K

Item 9A. Controls and Procedures