What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-08 compared with 2024-11-07 · 281 added, 491 removed, 482 unchanged (62% of the section changed)

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Recent Events Affecting Comparability of Periods

Crude oil pricing decreased in the third quarter of 2024 compared to the third quarter of 2023.

Brent crude oil pricing averaged $78.71 per barrel in the third quarter of 2024 compared to $85.92 per barrel in the third quarter of 2023.

retail gasoline prices remained relatively stable from $3.69 per gallon in 2023 to $3.51 per gallon in 2024.

Refined product crack spreads decreased in 2024 as compared to 2023.

Energy Information Administration (“EIA”) in its September 2024 short term energy outlook forecasts average Brent crude oil pricing of $84 per barrel in 2025 due to strong global inventory draws in the first half of 2024 driven by less Organization of the Petroleum Exporting Countries (“OPEC”) production.

In addition, the International Energy Agency (“IEA”) reduced its forecast for global oil demand in 2024 and 2025 in its October report.

This is primarily driven by reduced demand in China.

In 2023, OPEC announced several voluntary production cuts.

Russia announced on February 10, 2023, that it would cut its oil production by 500,000 barrels a day (5% of its output), in response to imposed sanctions on the country’s oil trade.

In June 2023, OPEC extended oil output cuts of 3.66 million barrels a day, or about 5% of daily global demand, until the end of 2024, including a Russian cut in oil exports of 300,000 barrels a day until the end of 2023.

In November 2023, OPEC announced additional voluntary production cuts of 1.7 million barrels a day, thus totaling about 2.2 million barrels a day, from January through March 2024.

On March 3, 2024, OPEC announced an extension of its November 2023 voluntary production cut through June 2024, driving down supply, as demand increased due to spring and summer travel seasons in the Northern Hemisphere.

On June 2, 2024, OPEC agreed to extend the latest cut of 2.2 million barrels a day until the end of September and gradually phase it out from October on a monthly basis.

Additionally, geopolitical tensions in the Middle East and Red Sea region continued to escalate in 2024 putting upward pressure on prices.

The overall effect of these conflicts and associated actions taken to limit the purchase of Russian petroleum products impacted freight movements and raised the operating costs of many European and other refineries.

Operational Update

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.

The 47 days of idle time impacted comparability between the three months ended March 31, 2025, and March 31, 2024.

Economic Update

Energy prices are, among other factors, indicators of inflation.

The overall energy price index increased 3.4% year over year as of September 30, 2024.

While inflation has increased relative to the prior year, we do not believe that inflation has had a material effect on our business, financial condition, or results of operations in 2024.

Crude oil pricing decreased in the first quarter of 2025 compared to the first quarter of 2024.

Brent crude oil pricing averaged $74.98 per barrel in the first quarter of 2025 compared to $81.76 per barrel in the first quarter of 2024.

retail gasoline prices decreased to $2.99 per gallon in the first quarter of 2025 compared to $3.24 per gallon in the first quarter of 2024.

The overall energy price index increased 4.2% year over year as of March 31, 2025.

Energy Information Administration (“EIA”) in its April 2025 short term energy outlook forecasts average Brent crude oil pricing to decrease to $68 per barrel in 2025 and $61 per barrel in 2026 due to increased global oil inventories driven by Organization of the Petroleum Exporting Countries (“OPEC”) reversing production cuts and weak global demand growth.

On March 5, 2025, OPEC agreed to gradually increase oil production, starting in April 2025, after a period of voluntary output cuts, with the plan being to reverse the 2.2 million barrels per day cuts over an 18-month period.

On April 3, 2025, OPEC agreed to phase out oil output cuts by increasing output by 411,000 barrels per day beginning in May 2025.

While inflation has increased relative to the prior year, we do not believe that inflation has had a material effect on our business, financial condition, or results of operations in the first quarter of 2025.

Geopolitical tensions in the Middle East and Red Sea region continue in 2025 putting upward pressure on prices.

has adopted new and increased tariffs on countries and specific goods, subject to evolving exemptions, with additional tariff increases proposed but currently on pause.

Those policies, along with retaliatory actions by some trading partners and ongoing negotiations around trade policy, have led to increased volatility and unpredictability for global trade.

Please read Item 1A.

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Results of Operations

Three months ended September 30, 2024 compared to the three months ended September 30, 2023

Our financial results for the third quarter of 2024 declined from net income of $171.4 million for the three months ended September 30, 2023 to $7.5 million for the three months ended September 30, 2024.

The decrease was primarily driven by a $175.8 million decrease in our refining segment operating income and a $2.6 million increase in interest expense and financing costs, net, partially offset by a $5.5 million increase in our logistics segment operating income, a $5.0 million increase in our retail segment operating income, and a $4.7 million decrease in acquisition and integration expenses related to our Billings Acquisition.

Three months ended March 31, 2025 compared to the three months ended March 31, 2024

Our financial results for the first quarter of 2025 declined from a net loss of $3.8 million for the three months ended March 31, 2024, to a net loss of $30.4 million for the three months ended March 31, 2025.

The decrease was primarily driven by a $47.3 million decrease in our refining segment operating income partially offset by a $17.6 million decrease in general and administrative expenses.

Please read the discussions of segment and consolidated results below for additional information.

Adjusted EBITDA and Adjusted Net Income (Loss).

For the three months ended September 30, 2024, Adjusted EBITDA was $51.4 million compared to $255.7 million for the three months ended September 30, 2023.

The $204.3 million decrease was primarily due to a decrease of $208.4 million in refining segment Adjusted Gross Margin, partially offset by an increase of $4.4 million in our retail segment Adjusted Gross Margin.

Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information.

For the three months ended September 30, 2024, Adjusted Net Loss was $5.5 million compared to Adjusted Net Income of $193.4 million for the three months ended September 30, 2023.

The decline was primarily related to the factors described above for the decrease in Adjusted EBITDA, combined with an increase of $1.9 million in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains), partially offset by a decrease of $3.8 million in income tax expense and a decrease of $3.4 million in D&A.

Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023

Our financial results declined from net income of $439.3 million for the nine months ended September 30, 2023 to $22.4 million for the nine months ended September 30, 2024.

The decrease was driven by a $419.3 million decrease in refining segment operating income, a $21.2 million increase in general and administrative expenses, a $9.7 million increase in Interest expense and financing costs, net, and a $7.8 million increase in Equity earnings from Laramie Energy, LLC, partially offset by a $17.1 million decrease in acquisitions and integration expenses related to our Billings Acquisition, a $16.3 million decrease in Debt extinguishment and commitment costs, and a $10.6 million increase in logistics segment operating income.

Please read the discussions of segment and consolidated results below for additional information.

Adjusted EBITDA and Adjusted Net Income.

For the nine months ended September 30, 2024, Adjusted EBITDA was $227.7 million compared to $574.2 million for the nine months ended September 30, 2023.

The $346.5 million decrease was primarily due to a decrease of $241.9 million in our refining segment Adjusted Gross Margin, a $114.2 million increase in operating expenses, a $21.2 million increase in General and administrative expense (excluding depreciation),partially offset by increases of $13.1 million and $6.5 million in our logistics and retail segment Adjusted Gross Margins, respectively.

For the three months ended March 31, 2025, Adjusted EBITDA was $10.1 million compared to $94.7 million for the three months ended March 31, 2024.

The $84.6 million decrease was primarily due to a decrease of $102.8 million in refining segment Adjusted Gross Margin, partially offset by a $9.1 million decrease in operating expenses and an increase of $2.7 million in our retail segment Adjusted Gross Margin.

Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information.

For the nine months ended September 30, 2024, Adjusted Net Income was $64.7 million compared to $435.9 million for the nine months ended September 30, 2023.

The decline was primarily related to the same factors described above for the decrease in Adjusted EBITDA, combined with an increase of $9.4 million of interest expense and financing costs, excluding unrealized interest rate derivative losses (gains), an increase of $8.8 million of D&A, and a decrease of $9.2 million of cash distributions received from Laramie Energy, LLC, partially offset by a decrease in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items of $5.5 million.

The following tables summarize our consolidated results of operations for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 (in thousands).

For the three months ended March 31, 2025, Adjusted Net Loss was $50.3 million compared to Adjusted Net Income of $41.7 million for the three months ended March 31, 2024.

The decline was primarily related to the factors described above

for the decrease in Adjusted EBITDA, combined with an increase of $3.9 million in D&A and an increase of $3.0 million in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains).

The following tables summarize our consolidated results of operations for the three months ended March 31, 2025, compared to the three months ended March 31, 2024 (in thousands).

The following should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Three Months Ended September 30,

2024 2023 $ Change % Change

Revenues $ 2,143,933 $ 2,579,308 $ (435,375) (17)%

Cost of revenues (excluding depreciation) 1,905,200 2,174,385 (269,185) (12)%

Operating expense (excluding depreciation) 147,049 145,183 1,866 1%

Depreciation and amortization 31,879 35,311 (3,432) (10)%

General and administrative expense (excluding depreciation) 22,399 23,694 (1,295) (5)%

Equity earnings from refining and logistics investments (3,008) (3,934) 926 24%

Acquisition and integration costs (23) 4,669 (4,692) (100)%

Par West redevelopment and other costs 4,006 3,127 879 28%

Loss on sale of assets, net — — — NM (1)

Total operating expenses 2,107,502 2,382,435

Operating income 36,431 196,873

Other income (expense)

Interest expense and financing costs, net (23,402) (20,815) (2,587) 12%

Other income (expense), net 1,253 (43) 1,296 3,014%

Equity earnings (losses) from Laramie Energy, LLC (336) — (336) NM (1)

Total other expense, net (22,485) (20,858)

Income before income taxes 13,946 176,015

Income tax expense (6,460) (4,600) (1,860) 40%

Net income $ 7,486 $ 171,415

Nine Months Ended September 30,

Three Months Ended March 31,

2025 2024 $ Change % Change

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Par West redevelopment and other costs 3,982 1,971 2,011 102%

Loss on sale of assets, net 114 — 114 NM (1)

Loss on sale of assets, net 1 51 (50) (98)%

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

Operating income 94,587 504,708

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

Other income (expense)

Interest expense and financing costs, net (21,848) (17,884) (3,964) 22%

Debt extinguishment and commitment costs (1,418) (17,682) 16,264 (92)%

Other income (expense), net (1,447) 301 (1,748) (581)%

Debt extinguishment and commitment costs (25) — (25) NM (1)

Other expense, net (371) (2,576) 2,205 (86)%

Equity earnings from Laramie Energy, LLC 726 4,563 (3,837) (84)%

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

Income before income taxes 32,869 446,059

Income tax expense (10,496) (6,741) (3,755) 56%

Net income $ 22,373 $ 439,318

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

Income tax benefit 6,894 2,631 4,263 162%

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

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(1) NM - Not meaningful

The following tables summarize our operating income (loss) by segment for the three and nine months ended September 30, 2024 and 2023 (in thousands).

The following tables summarize our operating income (loss) by segment for the three months ended March 31, 2025 and 2024 (in thousands).

The following should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Three months ended September 30, 2024 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total

Three months ended March 31, 2025 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total

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

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

Three months ended September 30, 2023 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) 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) 116,949 6,135 22,099 — 145,183

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 (2,393) (1,541) — — (3,934)

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

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(1) Our logistics operations consist primarily of intercompany transactions which eliminate on a consolidated basis.

(2) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) 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 (1) Retail Corporate, Eliminations and Other (2)

Three months ended March 31, 2024 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total

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

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

Nine months ended September 30, 2023 Refining Logistics (1) Retail Corporate, Eliminations and Other (2)

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

Cost of revenues (excluding depreciation) 5,035,749 106,888 327,728 (432,154) 5,038,211

Operating expense (excluding depreciation) 252,802 13,178 64,166 — 330,146

Depreciation and amortization 59,827 17,801 8,577 1,682 87,887

General and administrative expense (excluding depreciation) — — — 66,148 66,148

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

Acquisition and integration costs — — — 17,213 17,213

Par West redevelopment and other costs — — — 8,490 8,490

Operating income (loss) $ 502,123 $ 54,035 $ 42,009 $ (93,459) $ 504,708

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(1) Our logistics operations consist primarily of intercompany transactions which eliminate on a consolidated basis.

(2) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $487.4 million and $432.1 million for the nine months ended September 30, 2024 and 2023, respectively.

Below is a summary of key operating statistics for the refining segment for the three and nine months ended September 30, 2024 and 2023:

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

2024 2023 2024 2023

(2) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $148.9 million and $157.8 million for the three months ended March 31, 2025 and 2024, respectively.

Below is a summary of key operating statistics for the refining segment for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Total Refining Segment

Feedstocks Throughput (Mbpd)

198.4 198.2 186.3 164.6

Refined product sales volume (Mbpd)

216.2 217.3 200.2 178.7

Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 6.59 $ 12.58

Production costs per bbl ($/throughput bbl) (2) 7.41 7.59

D&A per bbl ($/throughput bbl) 1.67 1.35

Hawaii Refinery

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Production costs per bbl ($/throughput bbl) (2)

4.58 4.50 4.66 4.46

D&A per bbl ($/throughput bbl) 0.23 0.60

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Feedstocks Throughput (Mbpd)

57.2 55.4 49.2 57.1

Yield (% of total throughput)

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Refined product sales volume (Mbpd)

60.3 63.5 53.4 62.5

Adjusted Gross Margin per bbl ($/throughput bbl) (1)

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Production costs per bbl ($/throughput bbl) (2)

11.61 10.83 13.16 10.10

D&A per bbl ($/throughput bbl) 2.34 1.40

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

2024 2023 2024 2023

Three Months Ended March 31,

Washington Refinery

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Production costs per bbl ($/throughput bbl) (2)

3.50 3.77 4.28 4.00

D&A per bbl ($/throughput bbl) 2.01 2.44

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Production costs per bbl ($/throughput bbl) (2)

7.00 6.46 7.30 7.34

D&A per bbl ($/throughput bbl) 12.25 2.77

Market Indices (average $ per barrel)

3-1-2 Singapore Crack Spread (4)

$ 11.00 $ 23.39 $ 14.04 $ 19.45

RVO Adjusted Pacific Northwest 3-1-1-1 (5)

Hawaii Index (3)

$ 8.13 $ 12.07

RVO Adjusted USGC 3-2-1 (6)

Montana Index (4)

Washington Index (5)

Wyoming Index (6)

Combined Index (7)

Market Cracks (average $ per barrel)

Singapore 3.1.2 Product Crack (3)

$ 13.12 $ 18.67

Montana 6.3.2.1 Product Crack (4)

Washington 3.1.1.1 Product Crack (5)

Wyoming 2.1.1 Product Crack (6)

Crude Oil Prices (average $ per barrel) (8)

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WTI 71.42 76.91

80.26 89.25 83.49 82.57

Bakken Clearbrook

74.41 83.58 76.22 79.38

59.98 65.42 62.20 60.75

ANS (-) Brent 2.18 0.68

Bakken Guernsey (-) WTI (1.81) (2.02)

Bakken Williston (-) WTI (3.08) (2.30)

WCS Hardisty (-) WTI (12.45) (17.00)

MSW (-) WTI (5.20) (6.50)

Syncrude (-) WTI (1.96) (3.24)

Brent M1-M3 1.22 1.06

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(1) Feedstocks throughput and sales volumes per day for the Montana refinery for the three and nine months ended September 30, 2023 are calculated based on the 92 and 122-day periods for which we owned the Montana refinery during the three and nine months ended September 30, 2023, respectively.

As such, the amounts for the total refining segment represent the sum of the Hawaii, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the three and nine months ended September 30, 2023, plus the Montana refinery’s throughput or sales volumes averaged over the periods from July 1, 2023 to September 30, 2023 and June 1, 2023, to September 30, 2023, respectively.

The 2024 amounts for the total refining segment represent the sum of the Hawaii, Montana, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the three and nine months ended September 30, 2024.

(1) We calculate Adjusted Gross Margin per barrel by dividing Adjusted Gross Margin by total refining throughput.

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Our production costs are included in Operating expense (excluding depreciation) on our condensed consolidated statements of operations, which also includes costs related to our bulk marketing operations and severance costs.

(4) We believe the 3-1-2 Singapore Crack Spread (or three barrels of Brent crude oil converted into one barrel of gasoline and two barrels of distillates (diesel and jet fuel)) is the most representative market indicator for our operations in Hawaii.

(5) We believe the RVO Adjusted Pacific Northwest 3-1-1-1 Index (or three barrels of WTI crude oil converted into one barrel of Pacific Northwest gasoline, one barrel of Pacific Northwest ULSD and one barrel of USGC VGO, less 100% of the RVO cost for gasoline and ULSD) is the most representative market indicator for our operations in Washington.

(6) We believe the RVO Adjusted USGC 3-2-1 Index (or three barrels of WTI crude oil converted into two barrels of USGC gasoline and one barrel of USGC ULSD, less 100% of the RVO cost) is the most representative market indicator for our operations in Montana and Wyoming.

(7) ANS crude price influences the Hawaii Refinery’s financial performance.

Beginning in September 2024, the ANS index has been updated from a Platts marker to an Argus marker to better reflect the prompt ANS market.

Below is a summary of key operating statistics for the retail segment for the three and nine months ended September 30, 2024 and 2023:

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

2024 2023 2024 2023

(3) Beginning in 2025, we established the Hawaii Index as a new benchmark for our Hawaii operations.

We believe the Hawaii Index, which incorporates market cracks and landed crude differentials, better reflects the key drivers impacting our Hawaii refinery’s financial performance compared to prior reported market indices.

The Hawaii Index is calculated as the Singapore 3.1.2 Product Crack, or one part gasoline (RON 92) and two parts distillates (Sing Jet & Sing gasoil) as created from a barrel of Brent crude oil, less the Par Hawaii Refining, LLC (“PHR”) crude differential.

(4) Beginning in 2025, we established the Montana Index as a new benchmark for our Montana refinery.

We believe the Montana Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Montana refinery’s financial performance compared to prior reported market indices.

Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Montana refinery’s refined product sales price compared to prior reported market indices.

The Montana Index is calculated as the Montana 6.3.2.1 Product Crack less Montana crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense, taxes and tariffs, and product discounts.

The Montana 6.3.2.1 Product Crack is calculated by taking three parts gasoline (Billings E10 and Spokane E10), two parts distillate (Billings ULSD and Spokane ULSD), and one part asphalt (Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD.

Asphalt pricing is lagged by one month.

The Montana crude cost is calculated as 60% WCS differential to WTI, 20% MSW differential to WTI, and 20% Syncrude differential to WTI.

The Montana crude cost is lagged by three months and includes an inflation-adjusted crude delivery cost.

Other costs of sales and crude delivery costs are based on historical averages and management’s estimates.

(5) Beginning in 2025, we established the Washington Index as a new benchmark for our Washington refinery.

We believe the Washington Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Washington refinery’s financial performance compared to prior reported market indices.

Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Washington refinery’s refined product sales price compared to prior reported market indices.

The Washington Index is calculated as the Washington 3.1.1.1 Product Crack, less Washington crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense and state and local taxes.

The Washington 3.1.1.1 Product Crack is calculated by taking one part gasoline (Tacoma E10), one part distillate (Tacoma ULSD) and one part secondary products (USGC VGO and Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD.

Asphalt pricing is lagged by one month.

The Washington crude cost is calculated as 67% Bakken Williston differential to WTI and 33% WCS Hardisty differential to WTI.

The Washington

crude cost is lagged by one month and includes an inflation-adjusted crude delivery cost.

Other costs of sales and crude delivery costs are based on historical averages and management’s estimates.

(6) Beginning in 2025, we established the Wyoming Index as a new benchmark for our Wyoming refinery.

We believe the Wyoming Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Wyoming refinery’s financial performance compared to prior reported market indices.

Beginning in 2025, market cracks have also been updated to reflect local market product pricing, which better reflects our Wyoming refinery’s refined product sales price compared to prior reported market indices.

The Wyoming Index is calculated as the Wyoming 2.1.1 Product Crack, less Wyoming crude costs, less other cost of sales, including inflation adjusted product delivery costs and yield loss expense, based on historical averages and management’s estimates.

The Wyoming 2.1.1 Product Crack is calculated by taking one part gasoline (Rockies gasoline) and one part distillate (USGC ULSD and USGC Jet) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD.

The Wyoming crude cost is calculated as the Bakken Guernsey differential to WTI on a one-month lag.

(7) Beginning in 2025, we established the Combined Index as a new benchmark for our refining segment.

The Combined Index provides a wholistic view of key drivers impacting our refining segment’s financial performance and is calculated as the throughput-weighted average of each regional index for periods under our ownership.

(8) Beginning in 2025, crude oil prices have been updated and expanded to reflect regional differentials to Brent and WTI, which better reflect our refineries’ feedstock costs compared to prior crude oil pricing.

Below is a summary of key operating statistics for the retail segment for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Retail Segment

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Non-GAAP Performance Measures

Management uses certain financial measures to evaluate our operating performance that are considered non-GAAP financial measures.

Management uses certain financial measures and forecasts to evaluate our operating performance and allocate resources that are considered non-GAAP financial measures.

These measures should not be considered in isolation or as substitutes or alternatives to their most directly comparable GAAP financial measures or any other measure of financial performance or liquidity presented in accordance with GAAP.

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We believe Adjusted Gross Margin (as defined below) provides useful information to investors because it eliminates the gross impact of volatile commodity prices and adjusts for certain non-cash items and timing differences created by our inventory financing agreements and lower of cost and net realizable value adjustments to demonstrate the earnings potential of the business before other fixed and variable costs, which are reported separately in Operating expense (excluding depreciation) and Depreciation and amortization.

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.

Remaining expenses are included in the reconciliation of reportable segment Adjusted EBITDA to consolidated pre-tax income (loss) as unallocated corporate general and administrative expenses.

Management uses Adjusted Gross Margin per barrel to evaluate operating performance and compare profitability to other companies in the industry and to industry benchmarks.

We believe Adjusted Net Income (Loss) and Adjusted EBITDA (as defined below) are useful supplemental financial measures that allow investors to assess the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis, the ability of

our assets to generate cash to pay interest on our indebtedness, and our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure.

Beginning with financial results reported for the second quarter of 2023, Adjusted Gross Margin, Adjusted Net Income (Loss), and Adjusted EBITDA also exclude our portion of interest, taxes, and depreciation expense from our refining and logistics investments acquired on June 1, 2023, as part of the Billings Acquisition.

Beginning with financial results reported for the fourth quarter of 2023, Adjusted Gross Margin, Adjusted Net Income (Loss), and Adjusted EBITDA excludes all hedge losses (gains) associated with our Washington ending inventory and LIFO layer increment impacts associated with our Washington inventory.

In addition, we have modified our environmental obligation mark-to-market adjustment to include only the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington Climate Commitment Act (“Washington CCA”) and Clean Fuel Standard.

This modification was made as part of our change in how we estimate our environmental obligation liabilities.

Beginning with financial results reported for the fourth quarter of 2023, Adjusted Net Income (loss) excludes unrealized interest rate derivative losses (gains) and all Laramie Energy related impacts with the exception of cash distributions.

We have recast Adjusted Net Income (Loss) for prior periods when reported to conform to the modified presentation.

We believe Adjusted Net Income (Loss) and Adjusted EBITDA (as defined below) are useful supplemental financial measures that allow management and investors to assess the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis, the ability of our assets to generate cash to pay interest on our indebtedness, and our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure.

Beginning with financial results reported for the first quarter of 2024, Adjusted Net Income (loss) also excludes other non-operating income and expenses.

This modification improves comparability between periods by excluding income and expenses resulting from non-operating activities.

Effective as of the fourth quarter of 2024, we have modified our definition of Adjusted Gross Margin, Adjusted Net Income (Loss) and Adjusted EBITDA to align the accounting treatment for deferred turnaround costs from our refining and logistics investments with our accounting policy.

Under this approach, we exclude our share of their turnaround expenses, which are recorded as period costs in their financial statements, and instead defer and amortize these costs on a straight-line basis over the period estimated until the next planned turnaround.

This modification enhances consistency and comparability across reporting periods.

Adjusted Gross Margin

2 unchanged sentences

• depreciation and amortization (“D&A”);

• Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments;

• Par’s portion of interest, taxes, and D&A expense from refining and logistics investments;

• impairment expense;

• loss (gain) on sale of assets, net;

• Par's portion of accounting policy differences from refining and logistics investments;

• inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);

2 unchanged sentences

The following tables present a reconciliation of Adjusted Gross Margin to the most directly comparable GAAP financial measure, operating income (loss), on a historical basis, for selected segments, for the periods indicated (in thousands):

Three months ended September 30, 2024 Refining Logistics Retail

Operating income $ 19,005 $ 26,164 $ 18,274

Three months ended March 31, 2025 Refining Logistics Retail

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

Operating expense (excluding depreciation)

1 unchanged sentence

Depreciation and amortization 26,397 6,819 2,662

Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments 658 861 —

Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments

Inventory valuation adjustment (11,687) — —

1 unchanged sentence

Unrealized gain on derivatives (9,442) — —

Par's portion of accounting policy differences from refining and logistics investments (945) — —

Loss on sale of assets, net — — 1

Adjusted Gross Margin (1) $ 104,328 $ 34,039 $ 39,793

Three months ended September 30, 2023 Refining Logistics Retail

Operating income $ 194,847 $ 20,736 $ 13,315

Operating expense (excluding depreciation)

116,949 6,135 22,099

Depreciation and amortization 24,278 7,708 2,766

Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments 821 698 —

Inventory valuation adjustment 72,823 — —

Environmental obligation mark-to-market adjustments (50,153) — —

Unrealized gain on derivatives (8,995) — —

Adjusted Gross Margin (1) $ 350,570 $ 35,277 $ 38,180

Nine months ended September 30, 2024 Refining Logistics Retail

Three months ended March 31, 2024 Refining Logistics Retail

Operating income $ 22,600 $ 20,374 $ 10,996

2 unchanged sentences

Depreciation and amortization 22,270 6,775 3,116

Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments 2,037 2,550 —

Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments

Inventory valuation adjustment 625 — —

3 unchanged sentences

Adjusted Gross Margin (1) (2)

Nine months ended September 30, 2023 Refining Logistics Retail

Operating income $ 502,123 $ 54,035 $ 42,009

Operating expense (excluding depreciation)

$ 207,110 $ 31,950 $ 37,082

Depreciation and amortization 59,827 17,801 8,577

Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments 821 905 —

Inventory valuation adjustment 126,799 — —

Environmental obligation mark-to-market adjustments (174,111) — —

Unrealized gain on derivatives (487) — —

Adjusted Gross Margin (1) $ 767,774 $ 85,919 $ 114,752

____________________________________________________________________________

(1) For the three and nine months ended September 30, 2024 and 2023, there was no impairment expense in Operating income.

For the three months ended September 30, 2024 and the three and nine months ended September 30, 2023, there was no (gain) loss on sale of assets recorded in Operating income.

(1) For the three months ended March 31, 2025 and 2024, there was no impairment expense in Operating income (loss).

(2) For the three months ended March 31, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.

Adjusted Net Income (Loss) and Adjusted EBITDA

13 unchanged sentences

• Par’s share of equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions;

• Par’s portion of accounting policy differences from refining and logistics investments.

Adjusted EBITDA is defined as Adjusted Net Income (Loss) excluding:

1 unchanged sentence

• cash distributions from Laramie Energy, LLC to Par;

• Par's portion of interest, taxes, and depreciation expense from refining and logistics investments;

• Par's portion of interest, taxes, and D&A expense from refining and logistics investments;

• income tax expense (benefit) excluding the increase in (release of) tax valuation allowance.

The following table presents a reconciliation of Adjusted Net Income and Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income, on a historical basis for the periods indicated (in thousands):

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

2024 2023 2024 2023

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

The following table presents a reconciliation of Adjusted Net Income and Adjusted EBITDA to the most directly comparable GAAP financial measure, Net loss, on a historical basis for the periods indicated (in thousands):

Three Months Ended March 31,

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

Inventory valuation adjustment (11,687) 625

7 unchanged sentences

Severance costs and other non-operating expense (2)

(1,490) 615 14,648 1,685

Loss on sale of assets, net 1 51

Equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions

Equity earnings from Laramie Energy, LLC, excluding cash distributions

(726) (4,563)

Par's portion of accounting policy differences from refining and logistics investments (945) —

Adjusted Net Income (Loss) (3) (4) (50,321) 41,668

2 unchanged sentences

21,763 18,728

Laramie Energy, LLC cash distributions to Par

— — (1,485) (10,706)

Par's portion of interest, taxes, and depreciation expense from refining and logistics investments 1,519 1,519 4,587 1,726

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,118 1,646

Income tax expense — —

2 unchanged sentences

________________________________________

(1) For the three and nine months ended September 30, 2024, we recognized a non-cash deferred tax expense of $5.7 million and $9.2 million, respectively, related to deferred state and federal tax liabilities.

This tax benefit is included in Income tax expense (benefit) on our consolidated statements of operations.

For the three and nine months ended September 30, 2023, we did not have any adjustments to our valuation allowance and other deferred tax items.

(2) For t he nine months ended September 30, 2024, we incurred $13.1 million of stock-based compensation expenses associated with accelerated vesting of equity awards and modification of vested equity awards related to our CEO transition and $2.3 million f or an estimated legal settlement unrelated to current operating activities.

(3) For the three and nine months ended September 30, 2024 and 2023, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference.

(1) For the three months ended March 31, 2025 and 2024, we recognized a non-cash deferred tax benefit of $6.9 million and $2.6 million, respectively, related to deferred state and federal tax liabilities.

This tax benefit is included in Income tax expense (benefit) on our condensed consolidated statements of operations.

(2) For the three months ended March 31, 2025 and 2024, we incurred $0.3 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively.

For the three months ended March 31, 2024, we incurred $2.3 million for an estimated legal settlement unrelated to current operating activities.

(3) For the three months ended March 31, 2025 and 2024, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference.

Please read the Non-GAAP Performance Measures discussion above for information regarding changes to the components of Adjusted Net Income (Loss) and Adjusted EBITDA made during the reporting periods.

(4) For the three months ended March 31, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.

Adjusted EBITDA by Segment

Adjusted EBITDA by segment is defined as Operating income (loss) excluding:

• Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington CCA and Clean Fuel Standard);

• unrealized (gain) loss on derivatives;

• acquisition and integration costs;

• redevelopment and other costs related to Par West;

• severance costs and other non-operating expense (income);

• (gain) loss on sale of assets;

• impairment expense;

• Par's portion of interest, taxes, and D&A expense from refining and logistics investments;

• Par's portion of accounting policy differences from refining and logistics investments.

Adjusted EBITDA by segment also includes Gain on curtailment of pension obligation and Other income (loss), net, which are presented below Operating income (loss) on our condensed consolidated statement of operations.

The following table presents a reconciliation of Adjusted EBITDA by segment to the most directly comparable GAAP financial measure, Operating income (loss), on a historical basis, for our operating segments for the periods indicated (in thousands):

Three Months Ended March 31, 2025 Refining Logistics Retail Corporate and Other

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

Depreciation and amortization 26,397 6,819 2,662 708

Inventory valuation adjustment (11,687) — — —

Environmental obligation mark-to-market adjustments 4,954 — — —

Unrealized gain on commodity derivatives (9,442) — — —

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

Severance costs and other non-operating expense

Par's portion of accounting policy differences from refining and logistics investments (945) — — —

Loss on sale of assets, net — — 1 —

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,152 966 — —

Other loss, net — — — (371)

Adjusted EBITDA (1) $ (14,292) $ 29,674 $ 18,624 $ (23,860)

Three Months Ended March 31, 2024 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 22,600 $ 20,374 $ 10,996 $ (44,455)

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

Inventory valuation adjustment

Environmental obligation mark-to-market adjustments (10,263) — — —

Unrealized loss on commodity derivatives 44,692 — — —

Acquisition and integration costs — — — 243

Par West redevelopment and other costs

Severance costs and other non-operating expenses 642 — — 15,496

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

Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments

Other loss, net — — — (2,576)

Adjusted EBITDA (1) (2)

$ 81,284 $ 28,138 $ 14,102 $ (28,826)

________________________________________

(1) For the three months ended March 31, 2025 and 2024, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference.

(2) For the three months ended March 31, 2024, there was no impact in Operating income (loss) from accounting policy differences at our refining and logistic investments.

Factors Impacting Segment Results

Operating Income

Three months ended September 30, 2024 compared to the three months ended September 30, 2023

Operating income for our refining segment was $19.0 million for the three months ended September 30, 2024, a decrease of $175.8 million compared to operating income of $194.8 million for the three months ended September 30, 2023.

The decrease was primarily driven by lower crack spreads across all of our refineries combined with unfavorable FIFO impacts, partially offset by a favorable change of $126.6 million in the step-out obligations associated with our inventory intermediation agreements.

Three months ended March 31, 2025 compared to the three months ended March 31, 2024

Operating loss for our refining segment was $24.7 million for the three months ended March 31, 2025, a decrease of $47.3 million compared to operating income of $22.6 million for the three months ended March 31, 2024.

The decrease was primarily driven by lower crack spreads at our Hawaii and Montana refineries, unfavorable changes in crude oil differentials across all our refineries, and unfavorable FIFO impacts at Montana, partially offset by a favorable change of $49.0 million in the step-out obligations associated with our inventory intermediation agreements and favorable derivative impacts of $44.6 million.

Please read the Adjusted Gross Margin discussion below for additional information.

Operating income for our logistics segment was $26.2 million for the three months ended September 30, 2024, an increase of $5.5 million compared to $20.7 million for the three months ended September 30, 2023.

The increase was primarily due to a decrease of $2.8 million in operating expenses and a $1.8 million decrease in depreciation and amortization.

The operating expense decrease primarily reflects lower outside services costs and repair and maintenance expenses, partially offset by lower rental expenses and employee costs.

Operating income for our retail segment was $18.3 million for the three months ended September 30, 2024, an increase of $5.0 million compared to $13.3 million for the three months ended September 30, 2023.

The increase was primarily due to a $3.4 million increase in fuel margins, increased merchandise margins of $0.7 million, and a $0.4 million decrease in operating expenses primarily driven by lower outside services costs.

Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023

Operating income for our refining segment was $82.8 million for the nine months ended September 30, 2024, a decrease of $419.3 million compared to $502.1 million for the nine months ended September 30, 2023.

The decrease in operating income was primarily driven by:

• a decrease of $394.4 million reflecting lower crack spreads at the refineries in our legacy portfolio,

• an increase of $133.0 million in consolidated environmental costs across all our refineries in our legacy portfolio, primarily associated with RIN settlement gains recorded in 2023 with no similar gains in 2024, and

• a decrease of $37.3 million driven by a 2.7% decline in refined product sales volumes primarily from our Washington and Hawaii refineries,

partially offset by:

• an increase of $68.1 million related to a favorable change in our step-out obligations associated with our inventory intermediation agreements in Hawaii and Washington,

• an increase of $61.3 million related to favorable changes in crude oil differentials at the refineries in our legacy portfolio, and

• a net decrease of $32.2 million in our derivative costs associated with all our refineries.

Operating income for our logistics segment was $64.6 million for the nine months ended September 30, 2024, an increase of $10.6 million compared to $54.0 million for the nine months ended September 30, 2023.

The increase was primarily due to a $11.7 million increase in contribution from the Billings Acquisition logistics assets acquired in June 2023.

Operating income for our retail segment was $45.3 million for the nine months ended September 30, 2024, an increase of $3.3 million compared to $42.0 million for the nine months ended September 30, 2023.

The increase in operating income was primarily due to a $3.6 million increase in fuel volumes and increased merchandise revenues of $2.8 million, partially offset by higher operating expenses of $3.3 million driven by an increase in employee costs.

Operating income for our logistics segment was $21.9 million for the three months ended March 31, 2025, an increase of $1.5 million compared to $20.4 million for the three months ended March 31, 2024.

The increase was primarily due to a decrease in cost of revenues of $2.2 million reflecting lower environmental and repair and maintenance costs, partially offset by a decrease in third-party revenues of $0.9 million driven by lower throughput, storage and transportation volumes.

Operating income for our retail segment was $16.0 million for the three months ended March 31, 2025, an increase of $5.0 million compared to $11.0 million for the three months ended March 31, 2024.

The increase was primarily due to a $2.6 million increase in fuel margins, a $1.8 million decrease in operating expenses primarily driven by lower employee costs and repair and maintenance expenses, and increased merchandise margins of $0.6 million.

Adjusted Gross Margin

Three months ended September 30, 2024 compared to the three months ended September 30, 2023

For the three months ended September 30, 2024, our refining Adjusted Gross Margin was $142.2 million, a decrease of $208.4 million compared to $350.6 million for the three months ended September 30, 2023.

The decrease was

primarily driven by a $164.4 million decrease due to lower crack spreads across our legacy refining portfolio and other factors described below.

• Adjusted Gross Margin for the Hawaii refinery decreased by $7.37 per barrel from $13.47 per barrel during the three months ended September 30, 2023 to $6.10 per barrel during the three months ended September 30, 2024.

The decrease in Adjusted Gross Margin was primarily due to declining crack spreads and a 3.9% decrease in refined product sales, partially offset by lower feedstock costs.

The Singapore 3-1-2 index declined from $23.39 in the third quarter of 2023 to $11.00 in the third quarter of 2024.

• Adjusted Gross Margin for the Montana refinery decreased by $14.07 per barrel from $26.49 per barrel during the three months ended September 30, 2023 to $12.42 per barrel during the three months ended September 30, 2024.

The decrease in Adjusted Gross Margin was primarily due to declining crack spreads.The RVO Adjusted USGC 3-2-1 index decreased from $29.65 in the third quarter of 2023 to $14.14 in the third quarter of 2024.

• Adjusted Gross Margin for the Washington refinery decreased by $10.54 per barrel from $12.30 per barrel during the three months ended September 30, 2023 to $1.76 per barrel during the three months ended September 30, 2024.

The decrease was primarily due to declining crack spreads, and a 4% decrease in refined product sales, partially offset by lower feedstock costs and favorable environmental costs.

The RVO Adjusted Pacific Northwest 3-1-1-1 index declined from $35.00 in the third quarter of 2023 to $15.48 in the third quarter of 2024.

• Adjusted Gross Margin for the Wyoming refinery decreased by $23.36 per barrel from $37.01 per barrel during the three months ended September 30, 2023 to $13.65 per barrel during the three months ended September 30, 2024, primarily due to lower regional crack spreads.

The RVO Adjusted USGC 3-2-1 index decreased from $29.65 in the third quarter of 2023 to $14.14 in the third quarter of 2024.

For the three months ended September 30, 2024, our logistics Adjusted Gross Margin was $36.3 million, an increase of $1.0 million compared to $35.3 million for the three months ended September 30, 2023.

The increase is primarily due to higher throughput across our logistics system in the three months ended September 30, 2024 compared to the comparable period in 2023.

For the three months ended September 30, 2024, our retail Adjusted Gross Margin was $42.6 million, an increase of $4.4 million compared to $38.2 million for the three months ended September 30, 2023.

The increase was primarily due to a $3.4 million increase in fuel margins and increased merchandise margins of $0.7 million in the three months ended September 30, 2024 compared to the comparable period in 2023.

Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023

For the nine months ended September 30, 2024, our refining Adjusted Gross Margin was $525.9 million, a decrease of $241.9 million compared to $767.8 million for the nine months ended September 30, 2023.

The decrease was primarily driven by a decrease of $394.4 million reflecting lower crack spreads at the refineries in our legacy portfolio, partially offset by an increase of $61.3 million related to favorable changes in crude oil differentials at the refineries in our legacy portfolio, favorable realized derivative gains and losses of $66.8 million, and other factors as described below.

• Adjusted Gross Margin for the Hawaii refinery declined by $4.68 per barrel from $14.74 per barrel during the nine months ended September 30, 2023 to $10.06 per barrel during the nine months ended September 30, 2024.

The decrease was primarily due to lower crack spreads partially offset by favorable derivative costs.

The Singapore 3-2-1 index declined from $19.45 in the nine months ended September 30, 2023 to $14.04 in the nine months ended September 30, 2024.

• Adjusted Gross Margin for the Washington refinery decreased by $5.88 per barrel from $9.91 per barrel during the nine months ended September 30, 2023 to $4.03 per barrel during the nine months ended September 30, 2024.

The decrease was primarily due to declining crack spreads and an 9% decrease in refined product sales, partially offset by favorable changes in crude oil differentials.

The RVO Adjusted Pacific Northwest 3-1-1-1 index declined from $28.51 in the nine months ended September 30, 2023 to $19.49 in the nine months ended September 30, 2024.

• Adjusted Gross Margin for the Wyoming refinery decreased by $14.46 from $28.88 per barrel during the nine months ended September 30, 2023 to $14.42 per barrel during the nine months ended September 30, 2024, primarily due to lower regional crack spreads.

The RVO Adjusted USGC 3-2-1 index declined from $25.96 in the nine months ended September 30, 2023 to $17.79 in the nine months ended September 30, 2024.

For the nine months ended September 30, 2024, our logistics Adjusted Gross Margin was $99.0 million, an increase of $13.1 million compared to $85.9 million for the nine months ended September 30, 2023.

The increase was primarily due to a $15.6 million increased contribution from the Billings Acquisition logistics assets acquired in June 2023.

For the nine months ended September 30, 2024, our retail Adjusted Gross Margin was $121.3 million, an increase of $6.5 million compared to $114.8 million for the nine months ended September 30, 2023.

The increase was primarily due to a $3.6 million increase in fuel volumes and increased merchandise margins of $2.8 million.

Three months ended March 31, 2025 compared to the three months ended March 31, 2024

For the three months ended March 31, 2025, our refining Adjusted Gross Margin was $104.3 million, a decrease of $102.8 million compared to $207.1 million for the three months ended March 31, 2024.

The decrease was driven by a $71.8 million decrease in crack spreads primarily at our Hawaii and Montana refineries, a $23.1 million decrease due to

unfavorable changes in feedstock differentials, and an unfavorable FIFO impact of $13.0 million, and other factors described below.

• Adjusted Gross Margin for the Montana refinery decreased by $8.78 per barrel from $13.82 per barrel during the three months ended March 31, 2024, to $5.04 per barrel during the three months ended March 31, 2025.

The decrease in Adjusted Gross Margin was primarily due to unfavorable environmental costs, changes in crude oil differentials, and FIFO impacts combined with declining crack spreads.

The Montana Index declined $10.02 per barrel, or 59%, in the first quarter of 2025 compared to the comparable period in 2024.

• Adjusted Gross Margin for the Hawaii refinery decreased by $5.10 per barrel from $14.00 per barrel during the three months ended March 31, 2024, to $8.90 per barrel during the three months ended March 31, 2025.

The decrease in Adjusted Gross Margin was primarily due to declining crack spreads partially offset by a 1.1% increase in refined product sales and lower inventory intermediation costs.

The Hawaii Index declined $3.94 per barrel, or 33%, in the first quarter of 2025 compared to the comparable period in 2024.

• Adjusted Gross Margin for the Washington refinery decreased by $4.04 per barrel from $6.13 per barrel during the three months ended March 31, 2024, to $2.09 per barrel during the three months ended March 31, 2025.

The decrease was primarily due to unfavorable changes in crude oil differentials and unfavorable environmental costs, partially offset by a 1% increase in refined product sales.

The Washington Index declined $1.01 per barrel, or 20%, in the first quarter of 2025 compared to the comparable period in 2024.

• Adjusted Gross Margin for the Wyoming refinery was $11.2 million for the three months ended March 31, 2025, an $11.8 million decrease compared to $23.0 million for the three months ended March 31, 2024.

The decrease in Adjusted Gross Margin was primarily due to a 31% decrease in refined product sales due to unplanned downtime as a result of the February operational incident, unfavorable changes in crude oil differentials and unfavorable environmental costs.

The Wyoming Index improved $3.08 per barrel, or 18%, in the first quarter of 2025 compared to the comparable period in 2024.

For the three months ended March 31, 2025, our logistics Adjusted Gross Margin was $34.0 million, an increase of $2.0 million compared to $32.0 million for the three months ended March 31, 2024.

The increase is primarily due to lower environmental costs, partially offset by lower throughput across our Wyoming and Montana logistics assets in the three months ended March 31, 2025, compared to the comparable period in 2024.

For the three months ended March 31, 2025, our retail Adjusted Gross Margin was $39.8 million, an increase of $2.7 million compared to $37.1 million for the three months ended March 31, 2024.

The increase was primarily due to a $2.6 million increase in fuel margins in the three months ended March 31, 2025, compared to the comparable period in 2024.

Discussion of Consolidated Results

Three months ended September 30, 2024 compared to the three months ended September 30, 2023

For the three months ended September 30, 2024, revenues were $2.1 billion, a $0.5 billion decrease compared to $2.6 billion for the three months ended September 30, 2023.

The decrease was primarily due to a $0.3 billion decrease to refining revenue reflecting lower average product crack spreads discussed below, $0.1 billion due to lower crude oil prices also discussed below.

These lower average crack spreads are reflective of larger market trends.

The IEA’s September 2024 report noted a slowdown in global and U.S.

oil demand growth post-pandemic and its October 2024 report noted declining refining margins, primarily driven by reduced demand in China.

The RVO Adjusted Pacific Northwest 3-1-1-1 index, 3-1-2 Singapore Crack Spread, and RVO Adjusted USGC 3-2-1 index declined 56%, 53%, and 52%, respectively, compared to the third quarter of 2023.

Average WTI crude oil prices decreased 8% and average Brent crude oil prices decreased 8% as compared to the prior period.

Three months ended March 31, 2025 compared to the three months ended March 31, 2024

For the three months ended March 31, 2025, revenues were $1.7 billion, a $0.3 billion decrease compared to $2.0 billion for the three months ended March 31, 2024.

The decrease was primarily driven by lower refining revenue due to a $0.1 billion decrease reflecting lower crude oil prices, a $0.1 billion decrease due to lower average product crack spreads and a 4.3% decrease in product sales volumes.

Average Brent crude oil prices decreased 8% and average WTI crude oil prices decreased 7% as compared to the prior period.

The Combined Index declined 42% compared to the first quarter of 2024.

Please read our key operating statistics for further information.

Revenues at our retail segment decreased $8.3 million primarily due to an 8% decline in fuel sales prices.

Revenues at our retail segment decreased $3.7 million primarily due to a 3% decline in fuel sales prices in the Pacific northwest.

Cost of Revenues (Excluding Depreciation).

For the three months ended September 30, 2024, cost of revenues (excluding depreciation) was $1.9 billion, a decrease of $0.3 billion when compared to $2.2 billion for the three months ended September 30, 2023.

The decrease was primarily driven by lower crude oil prices, as discussed above, a favorable change of $0.1 billion related to the termination of the Washington Refinery Intermediation Agreement and Supply and Offtake Agreement, and favorable derivative activity of $0.1 billion, partially offset by $0.1 billion of unfavorable FIFO impacts.

Please read Note 9—Inventory Financing Agreements for more information on the Washington Refinery Intermediation Agreement and Supply and Offtake Agreement terminations.

For the three months ended March 31, 2025, cost of revenues (excluding depreciation) was $1.6 billion, a decrease of $0.1 billion when compared to $1.7 billion for the three months ended March 31, 2024.

The decrease was primarily driven by lower crude oil prices, as discussed above, lower inventory intermediation costs, favorable derivative activity, and 4.3% lower crude sales volumes, partially offset by unfavorable feedstock costs.

Please read Note 8—Inventory Financing Agreements for more information on the Supply and Offtake Agreement terminations.

Operating Expense (Excluding Depreciation).

For the three months ended September 30, 2024, operating expense (excluding depreciation) was $147.0 million, a $1.8 million increase when compared to $145.2 million for the three months ended September 30, 2023.

The increase was driven by a $4.1 million increase related to our Montana operations, primarily repairs and maintenance and outside service costs.

This increase was partially offset by a net decrease of $2.3 million across our legacy operations.

For the three months ended March 31, 2025, operating expense (excluding depreciation) was $144.2 million, a $9.1 million decrease when compared to $153.3 million for the three months ended March 31, 2024.

The decrease was driven by lower repairs and maintenance and utilities expenses at our Montana and Washington refineries, partially offset by higher repair and maintenance costs, employee costs, and other operating expenses as in response to our Wyoming operational incident.

Depreciation and Amortization .

For the three months ended September 30, 2024, D&A was $31.9 million, a decrease of $3.4 million compared to $35.3 million for the three months ended September 30, 2023.

The decrease was primarily driven by a $2.4 million decrease in D&A from our Hawaii Refinery primarily driven by assets that became fully depreciated in the second quarter of 2024.

For the three months ended March 31, 2025, D&A was $36.6 million, an increase of $3.9 million compared to $32.7 million for the three months ended March 31, 2024.

The increase was primarily driven by a $4.1 million increase in Montana and a $2.6 million increase in Wyoming related to equipment damaged as a result of the February operational incident, partially offset by a $2.6 million decrease at the Hawaii refinery reflecting fully amortized turnaround assets.

The Montana refinery completed two turnarounds in 2024 and a Hawaii refinery turnaround is planned for 2026.

General and Administrative Expense (Excluding Depreciation).

For the three months ended September 30, 2024, general and administrative expense (excluding depreciation) was $22.4 million, a $1.3 million decrease when compared to $23.7 million for the three months ended September 30, 2023, driven by lower employee costs.

For the three months ended March 31, 2025, general and administrative expense (excluding depreciation) was $24.2 million, a $17.6 million decrease when compared to $41.8 million for the three months ended March 31, 2024, primarily due to $13.1 million of stock based compensation expenses related to CEO transition costs in the first quarter of 2024 with no similar 2025 expenses and lower renewable development costs of $4.5 million.

Equity earnings from refining and logistics investments.

During the three months ended September 30, 2024, Equity earnings from refining and logistics investments, related to YELP and YPLC, were $3.0 million, a decrease of $0.9 million compared to $3.9 million for the three months ended September 30, 2023.

For the three months ended September 30, 2024, our proportionate share of YELP’s net income and YPLC’s net income was $1.4 million and $1.9 million, respectively.

For the three months ended September 30, 2023, our proportionate share of YELP’s net income and YPLC’s net income was $2.7 million and $1.5 million, respectively.

During the three months ended March 31, 2025, Equity earnings from refining and logistics investments, related to YELP and YPLC, were $7.5 million, an increase of $1.4 million compared to $6.1 million for the three months ended March 31, 2024.

For the three months ended March 31, 2025, our proportionate share of YELP’s net income and YPLC’s net income was $5.6 million and $2.2 million, respectively.

For the three months ended March 31, 2024, our proportionate share of YELP’s net income and YPLC’s net income was $4.5 million and $1.9 million, respectively.

Please read Note 3—Refining and Logistics Equity Investments for further information.

Acquisition and Integration Expense.

During the three months ended September 30, 2024, we incurred an immaterial amount of acquisition and integration costs.

For the three months ended September 30, 2023, we incurred $4.7 million of acquisition and integration costs related to the Billings Acquisition, which closed on June 1, 2023.

Please read Note 5—Acquisitions for further information.

Par West redevelopment and other costs.

For the three months ended September 30, 2024, Par West redevelopment and other costs were $4.0 million, an increase of $0.9 million compared to $3.1 million for the three months ended September 30, 2023, primarily due to an increase in redevelopment activities.

Interest Expense and Financing Costs, Net .

For the three months ended September 30, 2024, our interest expense and financing costs were $23.4 million, an increase of $2.6 million compared to $20.8 million for the three months ended

September 30, 2023.

The increase was primarily due to a $6.3 million increase in debt costs, mainly higher interest expense due to higher ABL Credit Facility balances in 2024 used to fund certain inventory purchases at our Hawaii and Washington refineries and a $0.9 million decrease in interest income from our investment accounts.

The increase was partially offset by a $4.9 million of inventory financing costs incurred during the three months ended September 30, 2023, related to inventory financing agreements that were terminated in the fourth quarter of 2023 and the second quarter of 2024.

Please read Note 9—Inventory Financing Agreements and Note 11—Debt for further information.

Other income (expense), net.

For the three months ended September 30, 2024, other income was $1.3 million primarily due to a $1.5 million reduction of2024 expenses for a legal settlement unrelated to operating activities with no similar 2023 expenses.

For three months ended September 30, 2023, we incurred an immaterial amount of other expense.

Equity earnings (losses) from Laramie Energy, LLC.

For the three months ended September 30, 2024, Equity losses from Laramie Energy, LLC were $0.3 million.

For the three months ended September 30, 2024, our proportionate share of Laramie Energy’s net loss was $2.0 million, partially offset by $1.6 million of basis difference accretion.

There were no equity earnings from our investment in Laramie Energy, LLC, for the three months ended September 30, 2023.

Please read Note 4 — Investment in Laramie Energy for further discussion.

Income Taxes.

For the three months ended September 30, 2024, income tax expense was $6.5 million, an increase of $1.9 million compared to $4.6 million for three months ended September 30, 2023, primarily related to no longer recording a valuation allowance on our deferred taxes coupled with permanent tax differences associated with non-deductible executive compensation.

For three months ended September 30, 2023, we recorded an income tax expense of $4.6 million primarily related to recording a valuation allowance on our deferred taxes.

Please read Note 18—Income Taxes for further discussion.

Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023

For the nine months ended September 30, 2024, revenues were $6.1 billion, a $0.1 billion increase compared to $6.0 billion for the nine months ended September 30, 2023.

The increase was primarily due to an increase of $0.6 billion in the contribution from the Billings Acquisition, which closed on June 1, 2023.

There was a decrease of $0.5 billion in third-party revenues when comparing our legacy refining operations, of which $0.4 billion was related to lower average crack spreads and $0.1 billion was related to a 3% decrease in sales volumes primarily at our Washington refinery.

The RVO Adjusted Pacific Northwest 3-1-1-1 index, RVO Adjusted USGC 3-2-1 index, and 3-1-2 Singapore Crack Spread declined 32%, 31%, and 28%, respectively, compared to 2023.

Please read our key operating statistics and our three months ended Cost of Revenues discussion above for further information regarding crack spread declines.

Revenues at our retail segment increased $0.7 million primarily due to a 4% increase in fuel sales volumes and a 6% increase in merchandise revenue, partially offset by a 5% decrease in fuel prices.

Cost of Revenues (Excluding Depreciation).

For the nine months ended September 30, 2024, cost of revenues (excluding depreciation) was $5.4 billion, a $0.4 billion increase compared to $5.0 billion for the nine months ended September 30, 2023, primarily driven by a $0.6 billion contribution from the Billings Acquisition, partially offset by decreases in refining sales volumes and a decrease in intermediation costs related to two intermediation facilities terminated in 2023 and mid-year 2024, both discussed above.

Operating Expense (Excluding Depreciation).

For the nine months ended September 30, 2024, operating expense (excluding depreciation) was $444.4 million, an increase of $114.2 million compared to $330.1 million for the nine months ended September 30, 2023.

The increase was primarily driven by a $105.9 million increase in the contribution from the Billings Acquisition.

Depreciation and Amortization .

For the nine months ended September 30, 2024, D&A was $96.7 million, an increase of $8.8 million compared to $87.9 million for the nine months ended September 30, 2023.

The increase was primarily driven by $12.9 million of D&A attributable to the Billings Acquisition, partially offset by a $5.8 million decrease in D&A from our Hawaii Refinery reflecting fully depreciated assets in the second half of 2023 and the second quarter of 2024.

General and Administrative Expense (Excluding Depreciation).

For the nine months ended September 30, 2024, general and administrative expense (excluding depreciation) was $87.3 million, an increase of $21.2 million compared to $66.1 million for the nine months ended September 30, 2023.

The increase was primarily due to $13.1 million of stock based compensation expenses related to CEO transition costs in the first quarter of 2024 and a $4.0 million increase in payroll expenses, including an increase in employee headcount, a $3.5 million increase in IT expenses, and $2.8 million of expenses related to development of our renewable projects.

Equity earnings from refining and logistics investments.

For the nine months ended September 30, 2024, equity earnings from refining and logistics investments were $12.8 million, an increase of $8.4 million compared to $4.4 million for the nine months ended September 30, 2023.

For the nine months ended September 30, 2024, our proportionate share of YELP’s net income and YPLC’s net income was $8.2 million and $5.6 million, respectively.

For the nine months ended September 30, 2023, our proportionate share of YELP’s net income and YPLC’s net income was $2.7 million and $1.9 million, respectively.

Please read Note 3—Refining and Logistics Equity Investments for additional information.

Acquisition and Integration Expense.

During the nine months ended September 30, 2024, we incurred an immaterial amount of acquisition and integration costs.

For the nine months ended September 30, 2023, we incurred $17.2 million of acquisition and integration costs related to the Billings Acquisition, which closed on June 1, 2023.

Please read Note 5—Acquisitions for further information.

Par West redevelopment and other costs.

For the nine months ended September 30, 2024, Par West redevelopment and other costs were $9.0 million, an increase of $0.5 million compared to $8.5 million for the nine months ended September 30, 2023, associated with the operation and decommissioning of our Par West facility.

The increase was primarily due to an increase in redevelopment activities.

For the three months ended March 31, 2025, Par West redevelopment and other costs were $4.0 million, an increase of $2.0 million compared to $2.0 million for the three months ended March 31, 2024, primarily due to an increase in redevelopment activities.

Interest Expense and Financing Costs, Net .

For the nine months ended September 30, 2024, our interest expense and financing costs were $61.7 million, an increase of $9.7 million compared to $52.0 million for the nine months ended September 30, 2023.

The increase was primarily due to an $14.5 million increase in debt costs related to higher ABL Credit Facility balances in 2024 used to fund certain inventory purchases at our Hawaii and Washington refineries, and a $6.0 million decrease in interest income from our investment accounts opened in the first quarter of 2023, partially offset by an $11.6 million decrease in inventory financing costs incurred during the nine months ended September 30, 2023 related to inventory financing agreements that were terminated in the fourth quarter of 2023 and in the second quarter of 2024.

Please read Note 9—Inventory Financing Agreements and Note 11—Debt for further information.

Debt Extinguishment and Commitment Costs.

During the nine months ended September 30, 2024, we incurred $1.4 million of debt extinguishment and commitment costs primarily related to the repricing of our Term Loan Credit Agreement, the termination of our LC Facility and the expiration of our Supply and Offtake Agreement in the second quarter of 2024.

For the nine months ended September 30, 2023, we incurred debt extinguishment and commitment costs of $17.7 million in connection with the refinancing of our long-term debt in the first quarter of 2023.

For the three months ended March 31, 2025, our interest expense and financing costs were $21.8 million, an increase of $3.9 million compared to $17.9 million for the three months ended March 31, 2024, primarily due to an increase in interest expense due to higher outstanding balances under our ABL Credit Facility.

Please read Note 8—Inventory Financing Agreements and Note 10—Debt for further information.

Other income (expense), net .

For the nine months ended September 30, 2024, other expense was $1.4 million, a decrease of $1.7 million compared to $0.3 million of other income for the nine months ended September 30, 2023.

The decrease was primarily due to $1.5 million of 2024 legal expenses unrelated to operating activities with no similar 2023 expenses.

Other expense, net.

For the three months ended March 31, 2025, other expense was $0.4 million, a decrease of $2.2 million compared to $2.6 million of other expense for the three months ended March 31, 2024, primarily due to $2.3 million of 2024 expenses for a legal settlement unrelated to operating activities with no similar 2025 expenses.

Equity earnings from Laramie Energy, LLC.

For the nine months ended September 30, 2024, Equity earnings from Laramie Energy, LLC were $2.9 million, a decrease of $7.8 million compared to $10.7 million for the nine months ended September 30, 2023.

For the nine months ended September 30, 2024, the accretion of basis difference was $4.8 million, partially offset by our proportionate share of Laramie Energy’s net loss of $2.0 million.

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.

On March 1, 2023, following a refinancing of certain debt, Laramie Energy was permitted to make a one-time cash distribution to its owners based on ownership percentage.

Our share of this distribution was $10.7 million.

There were no equity earnings from our investment in Laramie Energy, LLC for the nine months ended September 30, 2023.

For the three months ended March 31, 2025, Equity earnings from Laramie Energy, LLC were $0.7 million compared to $4.6 million for the three months ended March 31, 2024.

For the three months ended March 31, 2025, the accretion of basis difference was $1.6 million, partially offset by our proportionate share of Laramie Energy’s ne t loss of $0.9 million .

For three months ended March 31, 2024, our proportionate share of Laramie Energy’s net income and accretion was $2.9 million and $1.6 million, respectively.

Please read Note 4 — Investment in Laramie Energy for further discussion.

Income Taxes.

For the nine months ended September 30, 2024, income tax expense was $10.5 million, an increase of $3.8 million compared to $6.7 million for the nine months ended September 30, 2023, primarily related to no longer recording a valuation allowance on our deferred taxes coupled with permanent tax differences associated with non-deductible executive compensation.

For the nine months ended September 30, 2023, we recorded an income tax expense of $6.7 million primarily related to recording a valuation allowance on our deferred taxes.

For the three months ended March 31, 2025, our income tax benefit was $6.9 million, an increase of $4.3 million compared to $2.6 million for three months ended March 31, 2024, primarily related to our first quarter of 2025 pre-tax net loss.

Please read Note 17—Income Taxes for further discussion.

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For purposes of the following condensed consolidating information, the Parent’s investment in its subsidiaries is accounted for under the equity method of accounting (dollar amounts in thousands).

As of September 30, 2024

As of March 31, 2025

Parent Guarantor Par Borrower and Subsidiaries

98 unchanged sentences

Total liabilities and stockholders’ equity $ 1,397,310 $ 3,569,158 $ (1,137,097) $ 3,829,371

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

Parent Guarantor Par Borrower and Subsidiaries

18 unchanged sentences

Equity earnings (losses) from subsidiaries (22,572) — 22,572 —

Equity earnings (losses) from Laramie Energy, LLC — — (336) (336)

Equity earnings from Laramie Energy, LLC — — 726 726

Total other income (expense), net (22,611) (22,292) 23,385 (21,518)

3 unchanged sentences

Adjusted EBITDA $ (7,129) $ 8,561 $ 8,714 $ 10,146

Three Months Ended September 30, 2023

Three Months Ended March 31, 2024

Parent Guarantor Par Borrower and Subsidiaries

10 unchanged sentences

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

Total operating expenses 7,562 2,378,761 (3,888) 2,382,435

Operating income (7,562) 200,545 3,890 196,873

Other income (expense)

Interest expense and financing costs, net (11) (20,895) 91 (20,815)

Other income (expense), net 19 (62) — (43)

Equity earnings (losses) from subsidiaries 181,120 — (181,120) —

Total other income (expense), net 181,128 (20,957) (181,029) (20,858)

Income (loss) before income taxes 173,566 179,588 (177,139) 176,015

Income tax benefit (expense) (1) (2,151) (43,708) 41,259 (4,600)

Net income (loss) $ 171,415 $ 135,880 $ (135,880) $ 171,415

Adjusted EBITDA $ (7,123) $ 257,413 $ 5,456 $ 255,746

Nine Months Ended September 30, 2024

Parent Guarantor Issuer and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc.

and Subsidiaries

Revenues $ — $ 6,142,224 $ 12 $ 6,142,236

Operating expenses

Cost of revenues (excluding depreciation) — 5,422,875 — 5,422,875

Operating expense (excluding depreciation) — 444,402 (13) 444,389

Depreciation and amortization 1,164 95,375 140 96,679

Impairment expense — — — —

General and administrative expense (excluding depreciation) 28,078 59,244 — 87,322

Equity earnings from refining and logistics investments — — (12,846) (12,846)

Acquisition and integration costs (2) — 68 — 68

Par West redevelopment and other costs — 9,048 — 9,048

Loss on sale of assets, net — 51 — 51

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Interest expense and financing costs, net 30 (18,004) 90 (17,884)

Interest income from subsidiaries — — — —

Debt extinguishment and commitment costs — — — —

Gain on curtailment of pension obligation — — — —

Other income (expense), net (8) (2,567) (1) (2,576)

Change in value of common stock warrants — — — —

Change in value of contingent consideration — — — —

Equity earnings (losses) from subsidiaries 14,360 — (14,360) —

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

Total other income (expense), net 51,615 (64,805) (48,528) (61,718)

Income (loss) before income taxes 22,373 46,293 (35,797) 32,869

Income tax benefit (expense) (1) — (11,453) 957 (10,496)

Net income (loss) $ 22,373 $ 34,840 $ (34,840) $ 22,373

Adjusted EBITDA $ (20,748) $ 231,019 $ 17,456 $ 227,727

Nine Months Ended September 30, 2023

Parent Guarantor Issuer and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc.

and Subsidiaries

Revenues $ — $ 6,048,378 $ 66 $ 6,048,444

Operating expenses

Cost of revenues (excluding depreciation) — 5,038,211 — 5,038,211

Operating expense (excluding depreciation) — 330,146 — 330,146

Depreciation and amortization 1,220 86,527 140 87,887

General and administrative expense (excluding depreciation) 21,467 44,682 (1) 66,148

Equity earnings from refining and logistics investments — — (4,359) (4,359)

Acquisition and integration costs (2) — 17,213 — 17,213

Par West redevelopment and other costs — 8,490 — 8,490

Total operating expenses 22,687 5,525,269 (4,220) 5,543,736

Operating income (22,687) 523,109 4,286 504,708

Other income (expense)

Interest expense and financing costs, net (37) (52,210) 273 (51,974)

Debt extinguishment and commitment costs — (17,682) — (17,682)

Other income (expense), net 53 248 — 301

Equity earnings (losses) from subsidiaries 465,053 — (465,053) —

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

Equity earnings from Laramie Energy, LLC — — 4,563 4,563

Total other income (expense), net 14,382 (20,571) (9,708) (15,897)

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Adjusted EBITDA $ (9,487) $ 96,429 $ 7,756 $ 94,698

________________________________________

(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.

Non-GAAP Financial Measures

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See “Results of Operations — Non-GAAP Performance Measures — Adjusted Net Income (Loss) and Adjusted EBITDA” above.

The following tables present a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income, on a historical basis for the periods indicated (in thousands):

Three Months Ended September 30, 2024

The following tables present a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, Net loss, on a historical basis for the periods indicated (in thousands):

Three Months Ended March 31, 2025

Parent Guarantor Par Borrower and Subsidiaries

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Unrealized loss (gain) on derivatives — (9,357) — (9,357)

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

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

Debt extinguishment and commitment costs — 25 — 25

Severance costs and other non-operating expense (2)

181 545 — 726

Equity losses from Laramie Energy, LLC, excluding cash distributions — — 336 336

Loss (gain) on sale of assets, net

Equity earnings from Laramie Energy, LLC, excluding cash distributions — — (726) (726)

Par's portion of accounting policy differences from refining and logistics investments — — (945) (945)

Depreciation and amortization 487 36,051 48 36,586

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Equity losses (income) from subsidiaries 22,572 — (22,572) —

Par's portion of interest, taxes, and depreciation expense from refining and logistics investments — — 1,519 1,519

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments — — 2,118 2,118

Income tax expense

1 unchanged sentence

Adjusted EBITDA (1) $ (7,129) $ 8,561 $ 8,714 $ 10,146

Three Months Ended September 30, 2023

Three Months Ended March 31, 2024

Parent Guarantor Par Borrower and Subsidiaries

4 unchanged sentences

Environmental obligation mark-to-market adjustments — (10,263) — (10,263)

Unrealized loss (gain) on derivatives — (9,116) — (9,116)

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

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

Debt extinguishment and commitment costs — — — —

Severance costs and other non-operating expense (2)

Depreciation and amortization 404 34,861 46 35,311

Interest expense and financing costs, net, excluding unrealized

interest rate derivative loss (gain)

11 21,016 (91) 20,936

Equity losses (income) from subsidiaries (181,120) — 181,120 —

Par's portion of interest, taxes, and depreciation expense from refining and logistics investments — — 1,519 1,519

Income tax expense (benefit) 2,151 43,708 (41,259) 4,600

Adjusted EBITDA (1) $ (7,123) $ 257,413 $ 5,456 $ 255,746

Nine Months Ended September 30, 2024

Parent Guarantor Issuer and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc.

and Subsidiaries

Net income (loss) $ 22,373 $ 34,840 $ (34,840) $ 22,373

Inventory valuation adjustment — (6,419) — (6,419)

Environmental obligation mark-to-market adjustments — (18,199) — (18,199)

Unrealized loss on derivatives — 43,848 — 43,848

1 unchanged sentence

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

Debt extinguishment and commitment costs — 1,418 — 1,418

Severance costs and other non-operating expense (2)

6 unchanged sentences

(30) 18,848 (90) 18,728

Equity earnings from Laramie Energy, LLC, excluding Par’s share of unrealized gain on derivatives — — (1,485) (1,485)

Equity losses (income) from subsidiaries (14,360) — 14,360 —

Par's portion of interest, taxes, and depreciation expense from refining and logistics investments — — 4,587 4,587

Income tax expense — 11,453 (957) 10,496

Adjusted EBITDA (1) $ (20,748) $ 231,019 $ 17,456 $ 227,727

Nine Months Ended September 30, 2023

Parent Guarantor Issuer and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc.

and Subsidiaries

Net income (loss) $ 439,318 $ 342,397 $ (342,397) $ 439,318

Inventory valuation adjustment — 126,799 — 126,799

Environmental obligation mark-to-market adjustments — (174,111) — (174,111)

Unrealized loss (gain) on derivatives — (1,151) — (1,151)

Acquisition and integration costs — 17,213 — 17,213

Par West redevelopment and other costs — 8,490 — 8,490

Debt extinguishment and commitment costs — 17,682 — 17,682

Severance costs and other non-operating expense (2)

492 1,192 1 1,685

Depreciation and amortization 1,220 86,527 140 87,887

Interest expense and financing costs, net, excluding unrealized

interest rate derivative loss (gain)

37 52,874 (273) 52,638

Equity earnings from Laramie Energy, LLC, excluding Par’s share of unrealized loss (gain) on derivatives — — (10,706) (10,706)

Equity losses (income) from subsidiaries (465,053) — 465,053 —

Par's portion of interest, taxes, and depreciation expense from refining and logistics investments — — 1,726 1,726

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments — — 1,646 1,646

Income tax expense (benefit) — (189) (2,442) (2,631)

1 unchanged sentence

________________________________________

(1) Please read the Non-GAAP Performance Measures and Adjusted Net Income (Loss) and Adjusted EBITDA discussions above for information regarding the components of Adjusted Net Income (Loss) and Adjusted EBITDA.

(2) For the nine months ended September 30, 2024, we incurred $13.1 million of stock-based compensation expenses associated with accelerated vesting of equity awards and modification of vested equity awards related to our CEO transition and $2.3 million for an estimated legal settlement unrelated to current operating activities.

(2) For the three months ended March 31, 2025 and 2024, we incurred $0.3 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively.

For the three months ended March 31, 2024, we incurred $2.3 million for an estimated legal settlement unrelated to current operating activities.

Liquidity and Capital Resources

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Our primary sources of liquidity are cash flows from operations, cash on hand, amounts available under our credit agreements, and access to capital markets.

Our liquidity position as of September 30, 2024 was $632.5 million, consisting of $183.0 million of cash and cash equivalents and $449.5 million of availability under the ABL Credit Facility.

As of September 30, 2024, we had access to the ABL Credit Facility and cash on hand of $183.0 million.

Generally, the primary uses of our capital resources have been in the operations of our refining and retail segments, payments related to acquisitions, and to repay or refinance indebtedness.

During the second quarter of 2024 our Supply and Offtake Agreement with J.Aron expired and we entered into an Inventory Intermediation Agreement with Citi.

We also early terminated our LC Facility.

In the first quarter of 2024, we amended our asset-based loan to permit expanding its capacity from $900 million to $1.4 billion as we planned for the refinancing of our Supply and Offtake Agreement.

Our liquidity position as of March 31, 2025, was $525.4 million, consisting of $133.7 million of cash and cash equivalents and $391.7 million of availability under the ABL Credit Facility.

Generally, the primary uses of our capital resources have been in the operations of our refining and retail segments, for payments related to acquisitions, and to repay or refinance indebtedness.

We believe our cash flows from operations and available capital resources will be sufficient to meet our current capital and turnaround expenditures, working capital, and debt service requirements for the next 12 months.

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The amounts involved may be material.

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

This repurchase program terminated and replaced the prior share repurchase authorization.

Please read Note 15—Stockholders’ Equity to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional discussion on the share repurchase program.

The Term Loan Credit Agreement may also require annual prepayments of principal with a variable percentage of our excess cash flow, 50%, 25%, or 0% depending on our consolidated year end secured leverage ratio (as defined in the Term Loan Credit Agreement).

The following table summarizes cash activities for the nine months ended September 30, 2024 and 2023 (in thousands):

Nine Months Ended September 30,

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

The following table summarizes cash activities for the three months ended March 31, 2025 and 2024 (in thousands):

Three Months Ended March 31,

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

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

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

Cash flows for the nine months ended September 30, 2024

Net cash provided by operating activities for the nine months ended September 30, 2024 was driven primarily b y net income of $22.4 million , non-cash charges to operations and non-operating items of approximately $172.6 million, and net cash used for changes in operating assets and liabilities of approximately $95.7 million.

Cash flows for the three months ended March 31, 2025

Net cash used in operating activities for the three months ended March 31, 2025, was primarily driven by a net loss of $30.4 million, non-cash charges to operations and non-operating items of approximately $14.9 million, and net cash provided by changes in operating assets and liabilities of approximately $14.1 million.

Non-cash charges to operations and non-operating items consisted primarily of the following adjustments:

• unrealized loss on derivatives contracts of $33.8 million,

• depreciation and amortization expenses of $36.6 million and

• stock based compensation expenses of $3.5 million,

Net cash used for changes in operating assets and liabilities resulted primarily from:

• an $82.5 million decrease in Obligations under inventory financing agreements primarily related to the termination of the J.

Aron Supply and Offtake agreement and a decrease in crude oil prices,

• an increase in deferred turnaround expenditures of $57.8 million driven by expenditures related to the turnaround at the Montana refinery, and

• a $57.2 million increase in accounts receivable primarily related to the timing of collections and sales volumes,

partially offset by:

• a $72.7 million decrease in inventories primarily related to a $51.8 million decrease in crude oil and feedstock ending inventory, and

• a $24.8 million decreases in prepaid and other expenses.

Net cash used in investing activities for the nine months ended September 30, 2024 consisted primarily of:

• $87.9 million in additions to property, plant, and equipment driven by maintenance projects at our refineries and various profit improvement projects

partially offset by:

• a $1.5 million cash distribution received from Laramie Energy in the second quarter of 2024.

Net cash used in financing activities was approximately $109.0 million for the nine months ended September 30, 2024 and consisted primarily of the following activities:

• payments of $547.6 million for changes in our deferred payment arrangement and the termination of our inventory financing agreement related to the expiration of our Supply and Offtake Agreement in the second quarter of 2024,

• repurchases of common stock of $126.7 million, and

• unrealized gain on derivatives contracts of $9.4 million,

• equity earnings of $7.5 million from our refining and logistic investments,

• a $6.9 million change in deferred tax assets driven by our net income during the period, and

• a $2.3 million benefit from changes in our inventory reserve for the lower of cost or net realizable value.

Net cash provided by changes in operating assets and liabilities resulted primarily from:

• a $40.3 million decrease in prepaid and other expenses, primarily driven by decreases in derivative collateral,

• a $31.9 million decrease in inventories primarily related to a $57.0 million decline in RINs and environmental credits inventory partially offset by a $13.3 million increase in crude inventory and an $8.3 million increase in refined products and blendstock inventory,

• a $17.3 million increase in Obligations under inventory financing agreements primarily due to increases in the step-out liability driven by higher volumes, and

• a $13.8 million decrease in accounts receivable primarily related to lower volumes and the timing of collections,

partially offset by:

• net borrowings of debt of $370.0 million primarily driven by activity in our ABL Credit Facility, and

• proceeds of $203.1 million received related to the step-in of the Inventory Intermediation Agreement in the second quarter of 2024.

Cash flows for the nine months ended September 30, 2023

Net cash provided by operating activities for the nine months ended September 30, 2023, was driven primarily by net income of $439.3 million, non-cash charges to operations and non-operating items of approximately $106.4 million, and net cash provided by changes in operating assets and liabilities of approximately $35.7 million.

• a decrease in Accounts payable and other accrued liabilities of $61.0 million primarily driven by timing of payments, a $9.7 million decrease in advances from customers, and a $14.2 million decrease in RINs and other environmental credit obligations.

• an increase in deferred turnaround expenditures of $28.2 million driven by expenditures related to Montana refinery turnaround activities.

Net cash used in investing activities for the three months ended March 31, 2025, consisted primarily of $40.9 million of additions to property, plant, and equipment driven by profit improvement and maintenance projects at our refineries, including our Hawaii renewable hydrotreater project, planned maintenance at our Montana refinery, and repair and replacement work related to our Wyoming operational incident.

Net cash used in financing activities was approximately $15.9 million for the three months ended March 31, 2025, and consisted primarily of repurchases of common stock of $51.1 million partially offset by net borrowings of debt of $35.3 million primarily driven by ABL Credit Facility activity.

Cash flows for the three months ended March 31, 2024

Net cash provided by operating activities for the three months ended March 31, 2024, was driven primarily by a Net loss of $3.8 million, non-cash charges to operations and non-operating items of approximately $86.4 million, and net cash used for changes in operating assets and liabilities of approximately $57.2 million.

Non-cash charges to operations consisted primarily of the following adjustments:

• unrealized loss on derivatives contracts of $43.8 million,

• depreciation and amortization expenses of $32.7 million,

• debt commitment and extinguishment costs of $17.7 million,

• stock based compensation costs of $9.0 million,

partially offset by:

• a gain of $10.7 million from our equity investment in Laramie Energy.

Net cash provided by changes in operating assets and liabilities resulted primarily from:

• an increase in our accounts payable primarily driven by the contribution of our Billings business, and

• a decrease in inventory driven by lower crude oil and refined product prices, lower inventory volumes, and a decrease in RINs assets at our Hawaii and Wyoming refineries,

• an increase in our accounts payable primarily driven by the contribution of our Billings business, and

• stock based compensation costs of $16.4 million, and

• non-cash interest and financing costs of $1.4 million,

partially offset by:

• an increase in our accounts receivable primarily driven by the contribution of our Billings Acquisition and higher accounts receivable balances across our legacy refining portfolio, and

• a decrease in gross environmental credit obligations primarily related to retirements of a portion of our prior year obligations, partially offset by increased current period obligation.

Net cash used in investing activities for the nine months ended September 30, 2023 consisted primarily of:

• $595.4 million for the Billings Acquisition, and

• $53.7 million in additions to property, plant, and equipment driven by maintenance projects at our refineries and various profit improvement projects, including construction of a flagship retail store in Washington, improved crude processing equipment at our Hawaii refinery, a co-processing unit at our Tacoma refinery, and various IT infrastructure improvements,

• a $2.6 million change in deferred tax assets driven by our net loss during the period, and

• equity earnings of $6.1 million from our YELP and YPLC investments partially offset by $5.3 million of dividends received from YELP.

Net cash used for changes in operating assets and liabilities resulted primarily from:

• an $81.6 million increase in crude and refined products inventory driven by higher ending volumes, and

• an $81.2 million increase in accounts receivable primarily driven by timing of collections and sales volumes,

partially offset by:

• a $10.7 million cash distribution received from Laramie Energy in the first quarter of 2023.

Net cash used in financing activities was approximately $79.0 million for the nine months ended September 30, 2023 and consisted primarily of the following activities:

• net repayments under the J.

Aron Discretionary Draw Facility and MLC receivable advances of $52.4 million, and

• decreases in prepaid and other expenses primarily driven by prepayments for crude and

• net increases in our Supply and Offtake Agreement obligations and accounts payable.

Net cash used in investing activities for the three months ended March 31, 2024, consisted primarily of $22.6 million in additions to property, plant, and equipment driven by maintenance projects at our refineries and various profit improvement projects.

Net cash used in financing activities was approximately $53.6 million for the three months ended March 31, 2024, and consisted primarily of the following activities:

• repurchases of common stock of $34.1 million,

• net borrowings of debt of $18.6 million primarily driven by ABL Credit Facility activity, and

• payments of $3.4 million of deferred loan costs,

partially offset by:

• net borrowings of debt of $12.7 million primarily driven by the refinancing and consolidation of our debt.

• net repayment under the J.

Aron Discretionary Draw Facility of $2.4 million.

Cash Requirements.

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Debt Refinancing.

On March 22, 2024, we entered into the Third Amendment to the ABL Credit Facility, conditional upon the termination of the Company’s existing intermediation agreement with J.

Aron, to among other things, increase our total revolver commitment to $1.4 billion.

On May 31, 2024, we entered into the Inventory Intermediation Agreement with Citi.

Pursuant to the Inventory Intermediation Agreement, Citi will purchase and deliver crude oil to PHR for use at its refinery located in Kapolei, Hawaii.

The Inventory Intermediation Agreement replaces the Supply and Offtake Agreement between PHR and J.

Aron that was terminated on May 31, 2024.

Please read Note 8—Inventory Financing Agreements and Note 10—Debt to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information.

Critical Accounting Estimates

There have been no material changes to critical accounting estimates disclosed in our Annual Report on Form 10-K for the nine months ended September 30, 2024.

There have been no material changes to critical accounting estimates disclosed in our Annual Report on Form 10-K for the three months ended March 31, 2025.

Forward-Looking Statements

1 unchanged sentence

Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors including, without limitation, the Russia-Ukraine war, Israel-Palestine conflict, Houthi attacks in the Red Sea, Iranian activities in the Strait of Hormuz and certain developments in the global crude oil markets, on our business, our customers, and the markets where we operate;

the impact of tariffs and potential disruptions in international trade on our business;

our beliefs regarding available capital resources;

our beliefs regarding the likely results or impact of certain disputes or contingencies and any potential fines or penalties;

our beliefs regarding the fair value of certain assets, and our expectations with respect to laws and regulations, including

environmental regulations and related compliance costs and any fines or penalties related thereto;

our beliefs regarding the fair value of certain assets, and our expectations with respect to laws and regulations, including environmental regulations and related compliance costs and any fines or penalties related thereto;

our expectations regarding the sufficiency of our cash flows and liquidity;

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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 2. Management’s Discussion and Analysis