What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-08 compared with 2024-11-07 · 222 added, 482 removed, 634 unchanged (53% of the section changed)

4 unchanged sentences

(in thousands, except share data)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets

2 unchanged sentences

Total cash, cash equivalents, and restricted cash 134,094 192,267

Trade accounts receivable, net of allowances of $ 0.4 million and $ 0.2 million at September 30, 2024 and December 31, 2023, respectively

Trade accounts receivable, net of allowances of $ 0.4 million and $ 0.4 million at March 31, 2025 and December 31, 2024, respectively

384,303 398,131

35 unchanged sentences

Common stock, $ 0.01 par value;

500,000,000 shares authorized at September 30, 2024 and December 31, 2023, 55,987,335 shares and 59,755,844 shares issued at September 30, 2024 and December 31, 2023, respectively

500,000,000 shares authorized at March 31, 2025 and December 31, 2024, 52,310,055 shares and 55,265,421 shares issued at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 886,747 884,548

8 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

Three Months Ended

Revenues $ 1,745,036 $ 1,980,835

9 unchanged sentences

Total operating expenses 1,760,812 1,971,320

Operating income 36,431 196,873 94,587 504,708

Operating income (loss) ( 15,776 ) 9,515

Other income (expense)

1 unchanged sentence

Debt extinguishment and commitment costs ( 25 ) —

Other income (loss), net 1,253 ( 43 ) ( 1,447 ) 301

Equity earnings (losses) from Laramie Energy, LLC ( 336 ) — 2,867 10,706

Other loss, net ( 371 ) ( 2,576 )

Equity earnings from Laramie Energy, LLC 726 4,563

Total other expense, net ( 21,518 ) ( 15,897 )

Income before income taxes 13,946 176,015 32,869 446,059

Income tax expense ( 6,460 ) ( 4,600 ) ( 10,496 ) ( 6,741 )

Net income $ 7,486 $ 171,415 $ 22,373 $ 439,318

Income per share

Loss before income taxes ( 37,294 ) ( 6,382 )

Income tax benefit 6,894 2,631

Net loss $ ( 30,400 ) $ ( 3,751 )

Loss per share

Basic $ ( 0.57 ) $ ( 0.06 )

6 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

Net income $ 7,486 $ 171,415 $ 22,373 $ 439,318

Three Months Ended

Net loss $ ( 30,400 ) $ ( 3,751 )

Other comprehensive income (loss):

1 unchanged sentence

Total other comprehensive loss, net of tax ( 76 ) ( 54 )

Comprehensive income $ 7,432 $ 171,403 $ 22,210 $ 439,284

Comprehensive loss $ ( 30,476 ) $ ( 3,805 )

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net Income $ 22,373 $ 439,318

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

Net Loss $ ( 30,400 ) $ ( 3,751 )

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

Depreciation and amortization 36,586 32,656

16 unchanged sentences

Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities ( 60,958 ) ( 146,556 )

Net cash provided by operating activities 99,242 581,445

Net cash provided by (used in) operating activities ( 1,399 ) 25,431

Cash flows from investing activities:

Acquisition of business — ( 595,420 )

Capital expenditures ( 40,933 ) ( 22,642 )

Proceeds from sale of assets and other 12 10

Return of capital from Laramie Energy, LLC 1,485 10,706

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

Net cash used in investing activities ( 40,921 ) ( 22,632 )

2 unchanged sentences

Repayments of borrowings ( 1,388,683 ) ( 545,565 )

Net repayments of deferred payment arrangements and receivable advances ( 165,459 ) ( 52,355 )

Net borrowings (repayments) of deferred payment arrangements and receivable advances — 2,443

Payment of deferred loan costs ( 47 ) ( 3,377 )

Purchase of common stock for retirement ( 51,098 ) ( 34,107 )

Exercise of stock options — 13,014

Proceeds from inventory financing agreements 203,074 —

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

Payments for debt extinguishment and commitment costs ( 25 ) —

Other financing activities, net 1,198 617

Net cash used in financing activities ( 15,853 ) ( 53,606 )

16 unchanged sentences

(in thousands)

Additional Accumulated Other

Common Stock Paid-In (Deficit) Comprehensive Total

Additional Other

Common Stock Paid-In Accumulated Comprehensive Total

Shares Amount Capital Earnings Income Equity

2 unchanged sentences

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

Exercise of stock options 300 6 6,368 — — 6,374

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

Net income — — — 237,890 — 237,890

Net loss — — — ( 3,751 ) — ( 3,751 )

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

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

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

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

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

Net income — — — 30,013 — 30,013

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

Stock-based compensation 7 3 2,871 — — 2,874

Purchase of common stock for retirement ( 784 ) ( 8 ) ( 1,655 ) ( 27,306 ) — ( 28,969 )

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

Other comprehensive loss — — — — ( 12 ) ( 12 )

Net income — — — 171,415 — 171,415

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

Additional Other

7 unchanged sentences

Balance, March 31, 2025 52,310 $ 523 $ 886,747 $ 214,260 $ 10,280 $ 1,111,810

Issuance of common stock for employee stock purchase plan 56 — 1,409 — — 1,409

Stock-based compensation 37 — 2,881 — — 2,881

Purchase of common stock for retirement ( 2,254 ) ( 22 ) ( 1,376 ) ( 67,034 ) — ( 68,432 )

Other comprehensive loss — — — — ( 55 ) ( 55 )

Net income — — — 18,638 — 18,638

Balance, June 30, 2024 56,909 568 875,868 381,279 8,065 $ 1,265,780

Stock-based compensation 11 — 2,983 — — 2,983

Purchase of common stock for retirement ( 933 ) ( 9 ) ( 62 ) ( 22,098 ) — ( 22,169 )

Exercise of stock options — — — — — —

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

Net income — — — 7,486 — 7,486

Balance, September 30, 2024 55,987 $ 559 $ 878,789 $ 366,667 $ 8,011 $ 1,254,026

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

For the Interim Periods Ended March 31, 2025 and 2024

Note 1 — Overview

10 unchanged sentences

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

As of September 30, 2024, we owned a 46.0 % equity investment in Laramie Energy, LLC (“Laramie Energy”).

Our Wyoming refinery experienced an operational incident on the evening of February 12, 2025, and remained safely idled during repair and recovery work through the end of the quarter ended March 31, 2025.

As of March 31, 2025, we owned a 46.0 % equity investment in Laramie Energy, LLC (“Laramie Energy”).

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

As of September 30, 2024, through the Billings Acquisition (as defined in Note 5—Acquisitions), we own a 65 % and a 40 % equity investment in Yellowstone Energy Limited Partnership, (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively.

As of March 31, 2025, we own a 65 % and a 40 % equity investment in Yellowstone Energy Limited Partnership, (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively.

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

3 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

Certain amounts previously reported in our condensed consolidated financial statements for prior periods have been reclassified to conform with the current presentation.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

9 unchanged sentences

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

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

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

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

through discussions between the customer and the Company.

For the Interim Periods Ended March 31, 2025 and 2024

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.

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

We did not have a material change in our allowances on trade receivables during the three and nine months ended September 30, 2024, or 2023.

We did not have a material change in our allowances on trade receivables during the three months ended March 31, 2025 or 2024.

Cost Classifications

4 unchanged sentences

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

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

2024 2023 2024 2023

Three Months Ended March 31,

Cost of revenues $ 6,785 $ 6,743

2 unchanged sentences

Accounting Principles Adopted

There have been no recent accounting pronouncements adopted, including the expected dates of adoption and estimated effects on our financial condition, results of operations, and cash flows, from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

There have been no recent accounting pronouncements adopted, including the expected dates of adoption and estimated effects on our financial condition, results of operations, and cash flows, that had a material impact on our condensed consolidated financial statements for the three months ended March 31, 2025.

Accounting Principles Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update (“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 Update 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 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.

ASU 2023-09, which allows for early adoption, is effective for all annual periods beginning after December 15, 2024.

This is expected to result in expanded tax disclosures, applied on a prospective basis, in the full year financial statements for the year ended December 31, 2025.

Note 3— Refining and Logistics Equity Investments

Yellowstone Energy Limited Partnership

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

As of March 31, 2025, we owned a 65 % limited partnership ownership interest in YELP.

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

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

For the Interim Periods Ended March 31, 2025 and 2024

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

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

2024 2023 2024 2023

Three Months Ended March 31,

Beginning balance $ 57,167 $ 59,824

Acquisition of investment

Equity earnings from YELP

1,446 2,740 8,201 2,740

Amortization of basis difference

3 unchanged sentences

Yellowstone Pipeline Company

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

As of March 31, 2025, we owned 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.

3 unchanged sentences

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

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

2024 2023 2024 2023

Three Months Ended March 31,

Beginning balance $ 29,144 $ 27,662

Acquisition of investment

Equity earnings from YPLC

1,872 1,490 5,574 1,915

Accretion of basis difference 38 38

Dividends received — — ( 3,840 ) ( 2,600 )

Ending balance $ 31,369 $ 29,639

Note 4— Investment in Laramie Energy

As of September 30, 2024, we owned a 46.0 % ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.

The balance of our investment in Laramie Energy was $ 15.7 million and $ 14.3 million as of September 30, 2024 and December 31, 2023, respectively.

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

As of March 31, 2025, we owned a 46.0 % ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.

The balance of our investment in Laramie Energy was $ 13.2 million and $ 12.5 million as of March 31, 2025, and December 31, 2024, respectively and is accounted for under the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies.

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

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.

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

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

As of September 30, 2024 and December 31, 2023, the term loan had an outstanding balance of $ 160.0 million.

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

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

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

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

Our share of this distribution was $ 1.5 million.

As of March 31, 2025, and December 31, 2024, the term loan had an outstanding balance of $ 160.0 million.

At March 31, 2025, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 63.1 million.

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

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

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

At September 30, 2024, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 66.3 million.

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

For the Interim Periods Ended March 31, 2025 and 2024

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

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

2024 2023 2024 2023

Three Months Ended March 31,

Beginning balance $ 12,498 $ 14,279

Equity losses from Laramie Energy ( 1,950 ) — ( 1,976 ) —

Equity earnings (losses) from Laramie Energy ( 888 ) 2,949

Accretion of basis difference 1,614 1,614

Dividends received — — ( 1,485 ) —

Ending balance

$ 13,224 $ 18,842

Note 5— Acquisitions

Billings Acquisition

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”).

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

The Company funded the Billings Acquisition with cash on hand and borrowings from the ABL Credit Facility (as defined in Note 11—Debt).

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

Trade accounts receivable $ 2,387

Inventories 299,176

Property, plant, and equipment 259,088

Operating lease right-of-use assets 3,562

Investment in refining and logistics subsidiaries 86,600

Other long-term assets 4,094

Total assets (1) 654,907

Current operating lease liabilities 2,081

Other current liabilities 7,056

Environmental liabilities 18,869

Long-term operating lease liabilities 1,481

Total liabilities 29,487

Total $ 625,420

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

_______________________________________________________

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

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

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

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

We assumed certain environmental liabilities associated with the Billings Acquisition, including costs related to hazardous waste corrective measures, ground and surface water sampling and monitoring.

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

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.

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

Nine Months Ended

September 30, 2023

Revenues $ 6,989,310

Net income 592,970

These pro forma results were based on estimates and assumptions that we believe are reasonable.

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

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

Note 5— Revenue Recognition

As of September 30, 2024 and December 31, 2023, receivables from contracts with customers were $ 353.3 million and $ 311.1 million, respectively.

As of March 31, 2025, and December 31, 2024, receivables from contracts with customers were $ 298.1 million and $ 312.7 million, respectively.

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

Deferred revenue was $ 26.1 million and $ 15.2 million as of September 30, 2024 and December 31, 2023, respectively.

Deferred revenue was $ 6.5 million and $ 16.2 million as of March 31, 2025, and December 31, 2024, respectively.

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

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

Three Months Ended September 30, 2024 Refining Logistics Retail

Product or service:

Gasoline $ 755,838 $ — $ 107,824

Distillates (1) 863,339 — 13,006

Other refined products (2) 400,899 — —

Merchandise — — 28,469

Transportation and terminalling services — 77,741 —

Other revenue 60,470 — 914

Total segment revenues (3) $ 2,080,546 $ 77,741 $ 150,213

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

Three Months Ended September 30, 2023 Refining Logistics Retail

Product or service:

Gasoline $ 952,981 $ — $ 116,629

Distillates (1) 1,016,470 — 13,848

Other refined products (2) 482,146 — —

Merchandise — — 27,339

Transportation and terminalling services — 72,839 —

Other revenue 72,558 — 696

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

Nine Months Ended September 30, 2024 Refining Logistics Retail

Three Months Ended March 31, 2025 Refining Logistics Retail

Product or service:

6 unchanged sentences

Total segment revenues (3) $ 1,686,129 $ 71,415 $ 136,432

Nine Months Ended September 30, 2023 Refining Logistics Retail

Three Months Ended March 31, 2024 Refining Logistics Retail

Product or service:

13 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

For the Interim Periods Ended March 31, 2025 and 2024

Note 6— Inventories

Inventories at September 30, 2024 and December 31, 2023, consisted of the following (in thousands):

Inventories at March 31, 2025, and December 31, 2024, consisted of the following (in thousands):

Titled Inventory Inventory Intermediation Agreement (1)

Supply and Offtake Agreement (1) Total

September 30, 2024

March 31, 2025

Crude oil and feedstocks $ 114,688 $ 201,617 $ 316,305

9 unchanged sentences

(1) Please read Note 8—Inventory Financing Agreements for further information.

(2) Includes $ 193.8 million and $ 237.6 million of RINs and environmental credits, reported at the lower of cost or net realizable value, as of September 30, 2024 and December 31, 2023, respectively.

Our renewable volume obligation and other gross environmental credit obligations of $ 197.6 million and $ 286.9 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, there was $ 10.2 million reserved for the lower of cost or net realizable value of inventory.

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

As of September 30, 2024 and December 31, 2023, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 41.0 million and $ 36.1 million, respectively.

(2) Includes $ 138.0 million and $ 195.0 million of RINs and environmental credits, reported at the lower of cost or net realizable value, as of March 31, 2025, and December 31, 2024, respectively.

Our renewable volume obligation and other gross environmental credit obligations of $ 217.8 million and $ 232.0 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of March 31, 2025, and December 31, 2024, respectively.

As of March 31, 2025, there was no reserve for the lower of cost or net realizable value of inventory.

As of December 31, 2024, there was $ 2.3 million reserved for the lower of cost or net realizable value of inventory.

As of March 31, 2025, and December 31, 2024, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 31.8 million and $ 31.9 million, respectively.

Note 7— Prepaid and Other Current Assets

Prepaid and other current assets at September 30, 2024 and December 31, 2023 consisted of the following (in thousands):

September 30, 2024 December 31, 2023

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

Prepaid and other current assets at March 31, 2025, and December 31, 2024 consisted of the following (in thousands):

March 31, 2025 December 31, 2024

Collateral posted with broker for derivative instruments (1) $ 1,434 $ 38,618

1 unchanged sentence

Derivative assets 9,228 12,855

Prepaid environmental credits — 20,756

Other 22,289 21,336

3 unchanged sentences

Please read Note 11—Derivatives for further information.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

Note 8— Inventory Financing Agreements

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

September 30, 2024 December 31, 2023

Inventory Intermediation Agreement

Supply and Offtake Agreement

LC Facility due 2024

Obligations under inventory financing agreements $ 165,168 $ 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.

2 unchanged sentences

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 condensed 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.

As of March 31, 2025, and

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

December 31, 2024, there were $ 211.5 million and $ 194.2 million of outstanding obligations under the Inventory Intermediation Agreement, respectively.

Supply and Offtake Agreement

Prior to May 31, 2024, we had a supply and offtake agreement with J.

Prior to May 31, 2024, we were a party to a supply and offtake agreement (the “Supply and Offtake Agreement") with J.

Aron & Company, LLC (“J.

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

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

Aron”) to support our Hawaii refining operations.

Under the Supply and Offtake Agreement, which was accounted for in a manner consistent with a product financing arrangement, we paid or received certain fees from J.

Aron based on changes in market prices over time.

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 repayments of deferred payment arrangements and receivable advances in our condensed 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 condensed consolidated statements of operations for the nine months ended September 30, 2024.

As of September 30, 2024, there were no outstanding obligations under the 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.

The Supply and Offtake Agreement expired on May 31, 2024, and we entered into the Inventory Intermediation Agreement.

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 agreed, on an uncommitted and absolutely discretionary basis, to consider making revolving credit loans and issuing and participating in letters of credit.

The LC Facility was terminated on May 31,

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

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 condensed consolidated statements of operations for the nine months ended September 30, 2024.

Prior to May 31, 2024, PHR, as borrower, the lenders and letter of credit issuing banks were each a party (collectively, the “LC Facility Lenders”) to 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 terminated early on May 31, 2024, in connection with the termination of the Supply and Offtake Agreement and entry into the Inventory Intermediation Agreement.

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

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

September 30, 2024 December 31, 2023

Discretionary Draw Facility

Outstanding borrowings (1)

$ — $ 165,459

Borrowing capacity

LC Facility due 2024

Outstanding borrowings

Borrowing capacity

LC Facility issued letters of credit

______________________________________________________

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

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

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

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

2024 2023 2024 2023

Three Months Ended March 31,

Net fees and expenses:

5 unchanged sentences

Interest expense and financing costs, net — 1,784

Washington Refinery Intermediation Agreement

Inventory intermediation fees

— 750 — 2,250

Interest expense and financing costs, net — 3,278 — 9,250

LC Facility due 2024

1 unchanged sentence

___________________________________________________

(1) Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $ 4.5 million and $ 9.1 million for the three and nine months ended September 30, 2024, respectively.

Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 13.5 million for the nine months ended September 30, 2024 and $ 5.1 million and $ 9.3 million for the three and nine months ended September 30, 2023, respectively.

There were no inventory intermediation fees under the Supply and Offtake Agreement for the three months ended September 30, 2024.

(1) Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $ 4.5 million for three months ended March 31, 2025.

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

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

For the Interim Periods Ended March 31, 2025 and 2024

Note 9— Other Accrued Liabilities

Other accrued liabilities at September 30, 2024 and December 31, 2023 consisted of the following (in thousands):

September 30, 2024 December 31, 2023

Other accrued liabilities at March 31, 2025, and December 31, 2024, consisted of the following (in thousands):

March 31, 2025 December 31, 2024

Accrued payroll and other employee benefits $ 20,959 $ 34,130

7 unchanged sentences

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

The carrying costs of these assets were $ 193.8 million and $ 237.6 million as of September 30, 2024 and December 31, 2023, respectively.

The carrying costs of these assets were $ 138.0 million and $ 195.0 million as of March 31, 2025, and December 31, 2024, respectively.

Note 10— Debt

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

ABL Credit Facility due 2028

8 unchanged sentences

Long-term debt, net of current maturities $ 1,148,912 $ 1,108,082

As of September 30, 2024 and December 31, 2023, we had $ 107.2 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 September 30, 2024 and December 31, 2023, respectively.

As of March 31, 2025 and December 31, 2024, we had $ 111.2 million and $ 110.2 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively.

We had $ 57.1 million in surety bonds outstanding as of March 31, 2025, and December 31, 2024.

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

ABL Credit Facility due 2028

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

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

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

2 unchanged sentences

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 September 30, 2024, the ABL Credit Facility had $ 511 million outstanding in revolving loans , and a borrowing base of approxi mately $ 1.1 billion.

As of March 31, 2025, the ABL Credit Facility had $ 525 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 March 31, 2025, we had $ 391.7 million of availability under the ABL Credit Facility.

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

For the Interim Periods Ended March 31, 2025 and 2024

Term Loan Credit Agreement due 2030

On February 28, 2023, we entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto (“Lenders”).

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

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

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

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

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

2 unchanged sentences

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.

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

1 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 Secure Overnight Financing Rate (“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 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 requires quarterly payments of $ 1.6 million on the last business day of each March, June, September and December, with the balance due upon maturity.

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

7.75 % Senior Secured Notes

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

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

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

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

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

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

Term Loan B Facility

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

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

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

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

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

12.875 % Senior Secured Notes

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

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

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

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

The 12.875 % Senior Secured

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

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

Other Long-Term Debt

4 unchanged sentences

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

As of September 30, 2024, we w ere in compliance w ith all of our debt instruments .

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

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 excluded the summarized financial information for the Guarantor Subsidiaries as the assets and results of operations of the Company and the Guarantor Subsidiaries are not materially different than the corresponding amounts presented on our consolidated financial statements.

As of March 31, 2025, we w ere in compliance with all of our debt instruments .

Note 11— Derivatives

2 unchanged sentences

Please read Note 12—Fair Value Measurements for the gross fair value and net carrying value of our derivative instruments.

Our open futures and over-the-counter (“OTC”) swaps expire in April 2026.

At September 30, 2024, our open commodity derivative contracts represented (in thousands of barrels):

Our open futures and over-the-counter (“OTC”) swaps expire in March 2026.

At March 31, 2025, our open commodity derivative contracts represented (in thousands of barrels):

Contract Type Purchases Sales Net

2 unchanged sentences

Total 77,064 ( 84,311 ) ( 7,247 )

At September 30, 2024, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries.

The following table provides information on these option collars at our refineries as of September 30, 2024:

At March 31, 2025, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries.

The following table provides information on these option collars at our refineries as of March 31, 2025:

Total open option collars 1,710 375

1 unchanged sentence

Weighted-average strike price - ceiling (in dollars) $ 83.90 $ 87.00

Earliest commencement date October 2024 January 2025

Earliest commencement date April 2025 January 2026

Furthest expiry date December 2025 December 2026

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

Interest Rate Derivatives

2 unchanged sentences

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

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

rate collar agreement reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $ 300.0 million as of September 30, 2024.

The interest rate collar agreement reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $ 300.0 million as of March 31, 2025.

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.

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

The following table provides information on the fair value amounts (in thousands) of these derivatives as of September 30, 2024 and December 31, 2023, and their placement within our condensed consolidated balance sheets.

Balance Sheet Location September 30, 2024 December 31, 2023

The following table provides information on the fair value amounts (in thousands) of these derivatives as of March 31, 2025 and December 31, 2024, and their placement within our condensed consolidated balance sheets.

Balance Sheet Location March 31, 2025 December 31, 2024

Asset (Liability)

2 unchanged sentences

Other accrued liabilities ( 1,137 ) ( 13,456 )

Commodity derivatives Other liabilities ( 4,042 ) —

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

Citi repurchase obligation derivative

2 unchanged sentences

_________________________________________________________

(1) Does not include cash collateral of $ 32.4 million and $ 21.8 million recorded in Prepaid and other current assets as of September 30, 2024 and December 31, 2023, respectively, and $ 9.5 million in Other long-term assets as of December 31, 2023.

As of September 30, 2024, we had no cash collateral recorded in Other long-term assets.

Does not include $ 9.8 million recorded in Prepaid and other current assets as of September 30, 2024 related to realized derivatives receivable.

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

As of September 30, 2024, we had no realized derivatives payable recorded in Other accrued liabilities.

(1) Does not include cash collateral of $ 1.4 million and $ 38.6 million recorded in Prepaid and other current assets as of March 31, 2025, and December 31, 2024, respectively.

Does not include $ 0.5 million and $ 2.3 million recorded in Prepaid and other current assets as of March 31, 2025, and December 31, 2024, respectively, related to realized derivatives receivable.

(2) Does not include $ 8.2 million and $ 6.1 million recorded in Other accrued liabilities as of March 31, 2025, and December 31, 2024, respectively, related to realized derivatives payable.

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

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

Three Months Ended March 31,

Statement of Operations Location 2025 2024

3 unchanged sentences

Cost of revenues (excluding depreciation) ( 3,548 ) —

MLC terminal obligation derivative Cost of revenues (excluding depreciation) — ( 37,616 ) — ( 34,149 )

Interest rate derivatives Interest expense and financing costs, net ( 85 ) 844

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

Note 12— Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Purchase Price Allocation of Billings Acquisition

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

(in thousands)

Net working capital excluding operating leases $ 294,507 (1)

Property, plant, and equipment 259,088 (2)

Operating lease right-of-use assets 3,562 (3)

Refining and logistics equity investments 86,600 (4)

Other long-term assets 4,094 (1)

Current operating lease liabilities ( 2,081 ) (3)

Long-term operating lease liabilities ( 1,481 ) (3)

Environmental liabilities ( 18,869 ) (5)

Total $ 625,420

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

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

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

Key assumptions in the cost approach include determining the replacement cost by evaluating recent purchases of comparable assets or published data, and adjusting replacement cost for economic and functional obsolescence, location, normal useful lives, and capacity (if applicable).

The fair value of real property was estimated using the market approach.

Key assumptions in the market approach include determining the asset value by evaluating recent purchases of comparable assets under similar circumstances.

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

(3) Operating lease right-of-use assets and liabilities were recognized based on the present value of lease payments over the lease term using the incremental borrowing rate at acquisition of 9.6 %.

(4) The fair value of our investments in YELP and YPLC were determined using a combination of the income approach and the market approach.

Under the income approach, we estimated the present value of expected future cash flows using a market participant discount rate.

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

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

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

(5) Environmental liabilities are based on management’s best estimates of probable future costs using currently available information.

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

Equity Method Investments

1 unchanged sentence

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 PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

Assets and Liabilities Measured at Fair Value on a Recurring Basis

4 unchanged sentences

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

Our Level 2 instruments include

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

OTC swaps and options.

Our Level 2 instruments include OTC swaps and options.

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

4 unchanged sentences

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

We do not have other commodity derivatives classified as Level 3 at September 30, 2024, or December 31, 2023.

We do not have other commodity derivatives classified as Level 3 at March 31, 2025, or December 31, 2024.

Please read Note 11—Derivatives for further information on derivatives.

Gross Environmental Credit Obligations

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

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

The portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits.

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

2 unchanged sentences

Financial Statement Impact

Fair value amounts by hierarchy level as of September 30, 2024, and December 31, 2023, are presented gross in the tables below (in thousands):

September 30, 2024

Fair value amounts by hierarchy level as of March 31, 2025, and December 31, 2024, are presented gross in the tables below (in thousands):

March 31, 2025

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

Commodity derivatives $ 6,060 $ 60,912 $ — $ 66,972 $ ( 58,202 ) $ 8,770

Interest rate derivatives — — — — — —

Total $ 392,978 $ 64,331 $ — $ 457,309 $ ( 436,274 ) $ 21,035

Commodity derivatives $ ( 3,659 ) $ ( 55,680 ) $ — $ ( 59,339 ) $ 58,202 $ ( 1,137 )

8 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

For the Interim Periods Ended March 31, 2025 and 2024

December 31, 2024

2 unchanged sentences

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 )

3 unchanged sentences

_________________________________________________________

(1) Does not include cash collate ral of $ 32.4 million and $ 31.3 million as of September 30, 2024 and December 31, 2023, respectively, included within Prepaid and other current assets and Other long-term assets on our condensed consolidated balance sheets.

(2) Does not include RINs assets and other environmental credits of $ 239.2 million and $ 237.6 million included in Inventories and Other long-term assets on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of September 30, 2024 and December 31, 2023, respectively.

(3) Does not include environmental liabilities of $ 244.7 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 and Other liabilities on our condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively.

(1) Does not include cash collate ral of $ 1.4 million and $ 38.6 million as of March 31, 2025, and December 31, 2024, respectively, included within Prepaid and other current assets on our condensed consolidated balance sheets, respectively.

(2) Does not include RINs assets and other environmental credits of $ 138.0 million and $ 195.0 million presented in Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of March 31, 2025, and December 31, 2024, respectively, and $ 5.7 million included in Other long-term assets as of March 31, 2025.

(3) Does not include environmental liabilities of $ 134.8 million and $ 187.5 million satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits included in Other Accrued Liabilities on our condensed consolidated balance sheets as of March 31, 2025, and December 31, 2024, respectively.

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

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

2024 2023 2024 2023

Three Months Ended March 31,

Balance, at beginning of period $ ( 1,588 ) $ ( 392 )

Settlements — 30,143 ( 661 ) 13,285

Total gains (losses) included in earnings (1) 912 ( 88,960 ) 1,556 ( 79,965 )

Total losses included in earnings (1) ( 3,548 ) ( 21,816 )

Balance, at end of period $ ( 5,136 ) $ ( 22,208 )

1 unchanged sentence

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

The carrying value and fair value of long-term debt and other financial instruments as of September 30, 2024 and December 31, 2023 are as follows (in thousands):

September 30, 2024

The carrying value and fair value of long-term debt and other financial instruments as of March 31, 2025, and December 31, 2024, are as follows (in thousands):

March 31, 2025

Carrying Value Fair Value

7 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

For the Interim Periods Ended March 31, 2025 and 2024

December 31, 2024

6 unchanged sentences

_________________________________________________________

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

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

The carrying value of our ABL Credit Facility was determined to approximate fair value as of September 30, 2024.

The carrying value of our ABL Credit Facility was determined to approximate fair value as of March 31, 2025.

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

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

The following table provides information on the amounts (in thousands) of our right-of-use assets (“ROU assets”) and liabilities, weighted-average remaining lease term, and weighted average discount rate as of September 30, 2024, and December 31, 2023 and their placement within our condensed consolidated balance sheets:

Lease type Balance Sheet Location September 30, 2024 December 31, 2023

For the Interim Periods Ended March 31, 2025 and 2024

The following table provides information on the amounts (in thousands) of our right-of-use assets (“ROU assets”) and liabilities, weighted-average remaining lease term, and weighted average discount rate as of March 31, 2025, and December 31, 2024, and their placement within our condensed consolidated balance sheets:

Lease type Balance Sheet Location March 31, 2025 December 31, 2024

Finance Property, plant, and equipment $ 31,127 $ 30,655

16 unchanged sentences

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

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

Three Months Ended March 31,

Lease cost (income) type 2025 2024

12 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

For the Interim Periods Ended March 31, 2025 and 2024

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

Nine Months Ended September 30,

Three Months Ended March 31,

Lease type 2025 2024

7 unchanged sentences

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

The table below includes the estimated future undiscounted cash flows for finance and operating leases as of September 30, 2024 (in thousands):

The table below includes the estimated future undiscounted cash flows for finance and operating leases as of March 31, 2025 (in thousands):

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

10 unchanged sentences

_________________________________________________________

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

Additionally, we have $ 1.0 million in future undiscounted cash flows for operating 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.

(1) Represents the period from April 1, 2025, to December 31, 2025.

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

Note 14— Commitments and Contingencies

9 unchanged sentences

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

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

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 connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking unspecified damages, penalties,

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

Par Pacific Holdings, Inc.

For the Interim Periods Ended March 31, 2025 and 2024

interest and injunctive relief.

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

15 unchanged sentences

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

As of September 30, 2024, we have accrued $ 13.3 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years.

As of March 31, 2025, we have accrued $ 13.0 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years.

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

3 unchanged sentences

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

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 purchase emission

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

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

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

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

For the Interim Periods Ended March 31, 2025 and 2024

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

7 unchanged sentences

Share Repurchase Program

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

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

During the three and nine months ended September 30, 2024, 0.9 million and 4.0 million shares were repurchased under this share repurchase program for $ 22.1 million and $ 121.6 million, respectively.

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.

During the three months ended March 31, 2025, 3.6 million shares were repurchased under this share repurchase program for $ 51.2 million.

The repurchased shares were retired by the Company upon receipt.

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

As of September 30, 2024, there was $ 61.3 million of authorization remaining under this share repurchase program.

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

As of March 31, 2025, there was $ 209.1 million of authorization remaining under the current share repurchase program.

Incentive Plans

1 unchanged sentence

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

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

2024 2023 2024 2023

Three Months Ended March 31,

Restricted Stock Awards $ 2,498 $ 4,196

3 unchanged sentences

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 nine months September 30, 2024, we recorded a total of $ 13.1 million stock-based compensation expenses resulting from the equity awards modifications.

During the three and nine months ended September 30, 2024, we granted 17 thousand and 286 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 0.4 million and $ 10.9 million, respectively.

As of September 30, 2024, there were approximately $ 14.1 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.4 years.

For the three months ended March 31, 2025, and 2024, we recorded $ 0.3 million and $ 13.1 million stock-based compensation expenses resulting from this and other equity awards modifications, respectively.

During the three months ended March 31, 2025, we granted 683 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 10.7 million.

As of March 31, 2025, there were approximately $ 20.0 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 1.6 years.

During the three months ended March 31, 2025, we granted no stock option awards.

As of March 31, 2025, there were approximately $ 5.5 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 4.0 years.

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

During the nine months ended September 30, 2024, we granted 350 thousand stock option awards with a weighted-average exercise price of $ 30.80 per share;

we did not grant any stock option awards during the three months ended September 30, 2024.

As of September 30, 2024, there were approximately $ 6.2 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 4.5 years.

During the nine months ended September 30, 2024, we granted 64 thousand performance restricted stock units to executive officers;

no grants were made for the three months ended September 30, 2024.

For the Interim Periods Ended March 31, 2025 and 2024

During the three months ended March 31, 2025, we granted 213 thousand performance restricted stock units to executive officers.

These performance restricted stock units had a fair value of approximately $ 3.3 million and are subject to certain annual performance targets based on three-year -performance periods as defined by our Board of Directors.

As of September 30, 2024, there were approximately $ 2.7 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 2.1 years.

As of March 31, 2025, there were approximately $ 5.2 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.4 years.

Note 16— Income (Loss) per Share

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

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

2024 2023 2024 2023

Net income $ 7,486 $ 171,415 $ 22,373 $ 439,318

Three Months Ended March 31,

Net loss $ ( 30,400 ) $ ( 3,751 )

Net income effect of convertible securities — —

Numerator for diluted income per common share $ 7,486 $ 171,415 $ 22,373 $ 439,318

Numerator for diluted loss per common share $ ( 30,400 ) $ ( 3,751 )

Basic weighted-average common stock shares outstanding 53,756 58,992

dilutive effects of common stock equivalents (1)

495 1,181 787 903

Diluted weighted-average common stock shares outstanding 53,756 58,992

Basic income per common share $ 0.13 $ 2.85 $ 0.39 $ 7.29

Diluted income per common share $ 0.13 $ 2.79 $ 0.39 $ 7.18

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

Basic loss per common share $ ( 0.57 ) $ ( 0.06 )

Diluted loss per common share $ ( 0.57 ) $ ( 0.06 )

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

Shares of unvested restricted stock 1,058 874

Shares of stock options 1,565 1,315

______________________________________________________

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

We have utilized the basic shares outstanding to calculate both basic and diluted Net Loss per common share for the three months ended March 31, 2025 and 2024.

Note 17— Income Taxes

Due to the sensitivity of our annual estimated tax rate, we have determined a reliable estimate cannot be made for the interim period ended September 30, 2024.

Because a small change in the entity’s ordinary income results in a large change in the estimated annual effective tax rate, the Company has used the actual effective tax rate for the year-to-date period as its estimate of the annual effective tax rate.

Our effective tax rate for the three and nine months ended September 30, 2024, differs from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for equity compensation.

For the three and nine months ended September 30, 2023, our effective tax rate differed from the statutory rates primarily as a result of our various state income tax apportionment factors, equity compensation, and the recording of a valuation allowance.

Our income tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter.

For the three months ended March 31, 2025, our effective tax rate differs from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for equity compensation and equity method investments.

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

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

2 unchanged sentences

therefore, we expect to incur state tax liabilities in connection with our refining, retail, and logistics operations.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

Note 18— Segment Information

1 unchanged sentence

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

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

Three Months Ended September 30, 2024 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Revenues $ 2,080,546 $ 77,741 $ 150,213 $ ( 164,567 ) $ 2,143,933

Cost of revenues (excluding depreciation)

1,917,962 44,228 107,598 ( 164,588 ) 1,905,200

Operating expense (excluding depreciation)

122,054 3,334 21,661 — 147,049

Depreciation and amortization 22,623 5,925 2,680 651 31,879

General and administrative expense (excluding depreciation) — — — 22,399 22,399

Equity earnings from refining and logistics investments ( 1,098 ) ( 1,910 ) — — ( 3,008 )

Acquisition and integration costs — — — ( 23 ) ( 23 )

Par West redevelopment and other costs — — — 4,006 4,006

Loss on sale of assets, net — — — — —

Operating income (loss) 19,005 26,164 18,274 ( 27,012 ) 36,431

Interest expense and financing costs, net ( 23,402 )

Debt extinguishment and commitment costs —

Other income, net 1,253

Equity losses from Laramie Energy, LLC ( 336 )

Income before income taxes 13,946

Income tax expense ( 6,460 )

Net income $ 7,486

Capital expenditures $ 22,051 $ 3,583 $ 1,520 $ 1,178 $ 28,332

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

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

Revenues $ 2,524,155 $ 72,839 $ 158,512 $ ( 176,198 ) $ 2,579,308

Cost of revenues (excluding depreciation)

2,190,474 39,801 120,332 ( 176,222 ) 2,174,385

Operating expense (excluding depreciation)

For the Interim Periods Ended March 31, 2025 and 2024

Segment asset information is not provided to our chief operating decision-maker.

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

Three Months Ended March 31, 2025 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

$ 1,605,535 $ — $ 111,621 $ ( 80,818 ) $ 1,636,338

Depreciation and amortization 24,278 7,708 2,766 559 35,311

General and administrative expense (excluding depreciation) — — — 23,694 23,694

Equity earnings from refining and logistics investments

Other revenue

80,594 71,415 24,811 ( 68,122 ) 108,698

Acquisition and integration costs — — — 4,669 4,669

Par West redevelopment and other costs — — — 3,127 3,127

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

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

Debt extinguishment and commitment costs —

Other expense, net ( 43 )

Income before income taxes 176,015

Income tax expense ( 4,600 )

Net income $ 171,415

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

Total revenues

1,686,129 71,415 136,432 ( 148,940 ) 1,745,036

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 164.6 million and $ 176.2 million for the three months ended September 30, 2024 and 2023, respectively.

Nine Months Ended September 30, 2024 Refining Logistics

Retail Corporate, Eliminations and Other (1) Total

Revenues $ 5,964,435 $ 222,058 $ 443,189 $ ( 487,446 ) $ 6,142,236

Cost of revenues (excluding depreciation)

Refining intercompany logistics costs 68,149 — — ( 68,149 ) —

Other cost of revenues (excluding depreciation) 1,502,973 40,567 96,639 ( 80,819 ) 1,559,360

Total cost of revenues (excluding depreciation)

1,571,122 40,567 96,639 ( 148,968 ) 1,559,360

6 unchanged sentences

Par West redevelopment and other costs — — — 3,982 3,982

Loss (gain) on sale of assets, net — 124 ( 10 ) — 114

Loss on sale of assets, net — — 1 — 1

Operating income (loss) $ ( 24,721 ) $ 21,889 $ 15,961 $ ( 28,905 ) $ ( 15,776 )

3 unchanged sentences

Equity earnings from Laramie Energy, LLC 726

Income before income taxes 32,869

Income tax expense ( 10,496 )

Net income $ 22,373

Loss before income taxes ( 37,294 )

Income tax benefit 6,894

Net loss $ ( 30,400 )

Capital expenditures $ 33,974 $ 3,821 $ 2,458 $ 680 $ 40,933

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

Nine Months Ended September 30, 2023 Refining Logistics

Retail Corporate, Eliminations and Other (1)

Revenues $ 5,848,108 $ 189,936 $ 442,480 $ ( 432,080 ) $ 6,048,444

For the Interim Periods Ended March 31, 2025 and 2024

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

$ 1,883,976 $ — $ 114,473 $ ( 90,070 ) $ 1,908,379

Other revenue

42,640 71,842 25,661 ( 67,687 ) 72,456

Total revenues

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

Cost of revenues (excluding depreciation)

Refining intercompany logistics costs 67,693 — — ( 67,693 ) —

Other cost of revenues (excluding depreciation) 1,691,702 42,797 103,052 ( 90,073 ) 1,747,478

Total cost of revenues (excluding depreciation)

1,759,395 42,797 103,052 ( 157,766 ) 1,747,478

4 unchanged sentences

Equity earnings from refining and logistics investments

( 4,117 ) ( 1,977 ) — — ( 6,094 )

Acquisition and integration costs — — — 243 243

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

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

Operating income (loss) $ 22,600 $ 20,374 $ 10,996 $ ( 44,455 ) $ 9,515

1 unchanged sentence

Debt extinguishment and commitment costs —

Other income, net 301

Other expense, net ( 2,576 )

Equity earnings from Laramie Energy, LLC 4,563

Income before income taxes 446,059

Income tax expense ( 6,741 )

Net income $ 439,318

Loss before income taxes ( 6,382 )

Income tax benefit 2,631

Net loss $ ( 3,751 )

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

________________________________________________________

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 487.4 million and $ 432.1 million for the nine months ended September 30, 2024 and 2023, respectively.

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 148.9 million and $ 157.8 million for the three months ended March 31, 2025, and 2024, respectively.

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

What changed 10-Q

Item 1. Financial Statements