PAR PACIFIC HOLDINGS, INC. 10-Q

Item 1. FINANCIAL STATEMENTS PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share data) March 31, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 133,747 $ 191,921 Restricted cash 347 346 Total cash, cash equivalents, and restricted cash 134,094 192,267 Trade accounts receivable, net of allowances of $ 0.4 million and $ 0.4 million at March 31, 2025 and December 31, 2024, respectively 384,303 398,131 Inventories 1,059,592 1,089,318 Prepaid and other current assets 46,041 92,527 Total current assets 1,624,030 1,772,243 Property, plant, and equipment Property, plant, and equipment 1,764,263 1,730,966 Less accumulated depreciation and amortization ( 600,849 ) ( 574,657 ) Property, plant, and equipment, net 1,163,414 1,156,309 Long-term assets Operating lease right-of-use (“ROU”) assets 450,802 428,120 Refining and logistics equity investments 93,825 86,311 Investment in Laramie Energy, LLC 13,224 12,498 Intangible assets, net 9,276 9,520 Goodwill 129,275 129,275 Other long-term assets 269,409 235,095 Total assets $ 3,753,255 $ 3,829,371 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ 4,767 $ 4,885 Obligations under inventory financing agreements 211,471 194,198 Accounts payable 410,668 436,795 Accrued taxes 33,233 36,027 Operating lease liabilities 88,339 80,174 Other accrued liabilities 293,956 344,188 Total current liabilities 1,042,434 1,096,267 Long-term liabilities Long-term debt, net of current maturities 1,148,912 1,108,082 Finance lease liabilities 11,404 11,690 Operating lease liabilities 378,276 362,092 Other liabilities 60,419 59,938 Total liabilities 2,641,445 2,638,069 Commitments and contingencies (Note 14) Stockholders’ equity Preferred stock, $ 0.01 par value: 3,000,000 shares authorized, none issued — — Common stock, $ 0.01 par value; 500,000,000 shares authorized at March 31, 2025 and December 31, 2024, 52,310,055 shares and 55,265,421 shares issued at March 31, 2025 and December 31, 2024, respectively 523 552 Additional paid-in capital 886,747 884,548 Accumulated earnings 214,260 295,846 Accumulated other comprehensive income 10,280 10,356 Total stockholders’ equity 1,111,810 1,191,302 Total liabilities and stockholders’ equity $ 3,753,255 $ 3,829,371 See accompanying notes to the condensed consolidated financial statements. 1 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per share amounts) Three Months Ended March 31, 2025 2024 Revenues $ 1,745,036 $ 1,980,835 Operating expenses Cost of revenues (excluding depreciation) 1,559,360 1,747,478 Operating expense (excluding depreciation) 144,154 153,260 Depreciation and amortization 36,586 32,656 General and administrative expense (excluding depreciation) 24,243 41,755 Equity earnings from refining and logistics investments ( 7,514 ) ( 6,094 ) Acquisition and integration costs — 243 Par West redevelopment and other costs 3,982 1,971 Loss on sale of assets, net 1 51 Total operating expenses 1,760,812 1,971,320 Operating income (loss) ( 15,776 ) 9,515 Other income (expense) Interest expense and financing costs, net ( 21,848 ) ( 17,884 ) Debt extinguishment and commitment costs ( 25 ) — Other loss, net ( 371 ) ( 2,576 ) Equity earnings from Laramie Energy, LLC 726 4,563 Total other expense, net ( 21,518 ) ( 15,897 ) Loss before income taxes ( 37,294 ) ( 6,382 ) Income tax benefit 6,894 2,631 Net loss $ ( 30,400 ) $ ( 3,751 ) Loss per share Basic $ ( 0.57 ) $ ( 0.06 ) Diluted $ ( 0.57 ) $ ( 0.06 ) Weighted-average number of shares outstanding Basic 53,756 58,992 Diluted 53,756 58,992 See accompanying notes to the condensed consolidated financial statements. 2 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (in thousands) Three Months Ended March 31, 2025 2024 Net loss $ ( 30,400 ) $ ( 3,751 ) Other comprehensive income (loss): Other post-retirement benefits (loss), net of tax ( 76 ) ( 54 ) Total other comprehensive loss, net of tax ( 76 ) ( 54 ) Comprehensive loss $ ( 30,476 ) $ ( 3,805 ) See accompanying notes to the condensed consolidated financial statements. 3 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Three Months Ended March 31, 2025 2024 Cash flows from operating activities: Net Loss $ ( 30,400 ) $ ( 3,751 ) Adjustments to reconcile net loss to cash provided by (used in) operating activities: Depreciation and amortization 36,586 32,656 Debt extinguishment and commitment costs 25 — Non-cash interest expense 1,524 1,412 Non-cash lower of cost and net realizable value adjustment ( 2,288 ) — Deferred taxes ( 6,894 ) ( 2,631 ) Loss on sale of assets, net 1 51 Stock-based compensation 3,546 16,410 Unrealized (gain) loss on derivative contracts ( 9,357 ) 43,849 Equity earnings from Laramie Energy, LLC ( 726 ) ( 4,563 ) Equity earnings from refining and logistics investments ( 7,514 ) ( 6,094 ) Dividends received from refining and logistics investments — 5,265 Net changes in operating assets and liabilities: Trade accounts receivable 13,803 ( 81,167 ) Prepaid and other assets 40,284 90,745 Inventories 31,873 27,269 Deferred turnaround expenditures ( 28,177 ) ( 13,347 ) Obligations under inventory financing agreements 17,273 65,883 Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities ( 60,958 ) ( 146,556 ) Net cash provided by (used in) operating activities ( 1,399 ) 25,431 Cash flows from investing activities: Capital expenditures ( 40,933 ) ( 22,642 ) Proceeds from sale of assets and other 12 10 Net cash used in investing activities ( 40,921 ) ( 22,632 ) Cash flows from financing activities: Proceeds from borrowings 1,424,000 527,000 Repayments of borrowings ( 1,388,683 ) ( 545,565 ) Net borrowings (repayments) of deferred payment arrangements and receivable advances — 2,443 Payment of deferred loan costs ( 47 ) ( 3,377 ) Purchase of common stock for retirement ( 51,098 ) ( 34,107 ) Payments for debt extinguishment and commitment costs ( 25 ) — Net cash used in financing activities ( 15,853 ) ( 53,606 ) Net decrease in cash, cash equivalents, and restricted cash ( 58,173 ) ( 50,807 ) Cash, cash equivalents, and restricted cash at beginning of period 192,267 279,446 Cash, cash equivalents, and restricted cash at end of period $ 134,094 $ 228,639 Supplemental cash flow information: Net cash paid for: Interest $ ( 19,443 ) $ ( 16,320 ) Taxes ( 26 ) ( 3,155 ) Non-cash investing and financing activities: Accrued capital expenditures $ 28,705 $ 20,313 ROU assets obtained in exchange for new finance lease liabilities 466 1,544 ROU assets obtained in exchange for new operating lease liabilities 45,167 18,756 ROU assets terminated in exchange for release from operating lease liabilities — 4,177 See accompanying notes to the condensed consolidated financial statements. 4 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) (in thousands) Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Total Shares Amount Capital Earnings Income Equity Balance, December 31, 2023 59,756 $ 597 $ 860,797 $ 465,856 $ 8,174 $ 1,335,424 Stock-based compensation 327 2 16,408 — — 16,410 Purchase of common stock for retirement ( 1,013 ) ( 9 ) ( 4,251 ) ( 32,430 ) — ( 36,690 ) Other comprehensive loss — — — — ( 54 ) ( 54 ) Net loss — — — ( 3,751 ) — ( 3,751 ) Balance, March 31, 2024 59,070 $ 590 $ 872,954 $ 429,675 $ 8,120 $ 1,311,339 Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Total Shares Amount Capital Earnings Income Equity Balance, December 31, 2024 55,265 $ 552 $ 884,548 $ 295,846 $ 10,356 $ 1,191,302 Stock-based compensation 753 7 3,539 — — 3,546 Purchase of common stock for retirement ( 3,708 ) ( 36 ) ( 1,340 ) ( 51,186 ) — ( 52,562 ) Other comprehensive loss — — — — ( 76 ) ( 76 ) Net loss — — — ( 30,400 ) — ( 30,400 ) Balance, March 31, 2025 52,310 $ 523 $ 886,747 $ 214,260 $ 10,280 $ 1,111,810 See accompanying notes to the condensed consolidated financial statements. 5 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 Note 1 — Overview Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) provide both renewable and conventional fuels to the western United States. Currently, we operate in three primary business segments: 1) Refining - We own and operate four refineries. Our refineries in Kapolei, Hawaii, Newcastle, Wyoming, Tacoma, Washington, and Billings, Montana, convert crude oil into gasoline, distillate, asphalt, and other products to serve the state of Hawaii and areas ranging from Washington state to the Dakotas and Wyoming. 2) Retail - We operate fuel retail outlets in Hawaii, Washington, and Idaho. We operate convenience stores and fuel retail sites under our “Hele” and “nomnom” brands, “76” branded fuel retail sites, and other sites operated by third parties that sell gasoline, diesel, and retail merchandise such as soft drinks, prepared foods, and other sundries. We also operate unattended cardlock stations. 3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions. This network includes a single point mooring (“SPM”) in Hawaii, a unit train-capable rail loading terminal in Washington, and other terminals, pipelines, trucking operations, marine vessels, storage facilities, loading and truck racks, and rail facilities for the movement of petroleum, refined products, and ethanol in and among the Hawaiian islands, between the U.S. West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming. Our Wyoming refinery experienced an operational incident on the evening of February 12, 2025, and remained safely idled during repair and recovery work through the end of the quarter ended March 31, 2025. As of March 31, 2025, we owned a 46.0 % equity investment in Laramie Energy, LLC (“Laramie Energy”). Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. As of March 31, 2025, we own a 65 % and a 40 % equity investment in Yellowstone Energy Limited Partnership, (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively. Our Corporate and Other reportable segment primarily includes general and administrative costs. Note 2— Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of Par and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The condensed consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the complete fiscal year or for any other period. The condensed consolidated balance sheet as of December 31, 2024, was derived from our audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates. Allowance for Credit Losses We are exposed to credit losses primarily through our sales of refined products. Credit limits and/or prepayment requirements are set based on such factors as the customer’s financial results, credit rating, payment history, and industry and 6 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 are reviewed annually for customers with material credit limits. Credit allowances are reviewed at least quarterly based on changes in the customer’s creditworthiness due to economic conditions, liquidity, and business strategy as publicly reported and through discussions between the customer and the Company. We establish provisions for losses on trade receivables based on the estimated credit loss we expect to incur over the life of the receivable. We did not have a material change in our allowances on trade receivables during the three months ended March 31, 2025 or 2024. Cost Classifications Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our environmental credit obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains and losses on derivatives and inventory valuation adjustments. Certain direct operating expenses related to our logistics segment are also included in Cost of revenues (excluding depreciation). Operating expense (excluding depreciation) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, and environmental compliance costs, as well as chemicals and catalysts and other direct operating expenses. The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2025 2024 Cost of revenues $ 6,785 $ 6,743 Operating expense 21,684 18,825 General and administrative expense 687 473 Accounting Principles Adopted There have been no recent accounting pronouncements adopted, including the expected dates of adoption and estimated effects on our financial condition, results of operations, and cash flows, that had a material impact on our condensed consolidated financial statements for the three months ended March 31, 2025. Accounting Principles Not Yet Adopted On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosure (Topic 740). This ASU requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. Additionally, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. ASU 2023-09, which allows for early adoption, is effective for all annual periods beginning after December 15, 2024. This is expected to result in expanded tax disclosures, applied on a prospective basis, in the full year financial statements for the year ended December 31, 2025. Note 3— Refining and Logistics Equity Investments Yellowstone Energy Limited Partnership As of March 31, 2025, we owned a 65 % limited partnership ownership interest in YELP. YELP owns a cogeneration facility in Billings, Montana, that converts petroleum coke, supplied from our Montana refinery and other nearby third-party refineries, into power production for the local utility grid. We account for our investment in YELP using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. Our proportionate share of YELP’s net income and the depreciation of our basis difference are included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations and reported as part of our refining segment. Please read Note 18—Segment Information for further information on our reporting segments. Our proportionate share of YELP’s net income (loss) is recorded on a one-month lag. 7 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 The change in our equity investment in YELP is as follows (in thousands): Three Months Ended March 31, 2025 2024 Beginning balance $ 57,167 $ 59,824 Equity earnings from YELP 5,637 4,465 Amortization of basis difference ( 348 ) ( 348 ) Dividends received — ( 5,265 ) Ending balance $ 62,456 $ 58,676 Yellowstone Pipeline Company As of March 31, 2025, we owned a 40 % ownership interest in YPLC. YPLC owns a refined products pipeline that begins at our Montana refinery and transports refined product throughout Montana and the Pacific Northwest. We account for our ownership interest in YPLC using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. Our proportionate share of YPLC’s net income and the accretion of our basis difference is included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations and reported as part of our logistics segment. Please read Note 18—Segment Information for further information on our reporting segments. The change in our equity investment in YPLC is as follows (in thousands): Three Months Ended March 31, 2025 2024 Beginning balance $ 29,144 $ 27,662 Equity earnings from YPLC 2,187 1,939 Accretion of basis difference 38 38 Ending balance $ 31,369 $ 29,639 Note 4— Investment in Laramie Energy As of March 31, 2025, we owned a 46.0 % ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. The balance of our investment in Laramie Energy was $ 13.2 million and $ 12.5 million as of March 31, 2025, and December 31, 2024, respectively and is accounted for under the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. On February 21, 2023, Laramie Energy entered into a term loan agreement which provides a $ 205 million first lien term loan facility with $ 160.0 million funded at closing and an optional $ 45 million delayed draw commitment. The delayed draw commitment expired in August 2024. Under the terms of the term loan, Laramie is permitted to make future cash distributions to its owners, including us, subject to certain restrictions. Laramie Energy’s term loan matures on February 21, 2027. As of March 31, 2025, and December 31, 2024, the term loan had an outstanding balance of $ 160.0 million. At March 31, 2025, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 63.1 million. This difference arose primarily due to other-than-temporary impairments of our equity investment in Laramie Energy recorded in prior years. 8 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 The change in our equity investment in Laramie Energy is as follows (in thousands): Three Months Ended March 31, 2025 2024 Beginning balance $ 12,498 $ 14,279 Equity earnings (losses) from Laramie Energy ( 888 ) 2,949 Accretion of basis difference 1,614 1,614 Ending balance $ 13,224 $ 18,842 Note 5— Revenue Recognition As of March 31, 2025, and December 31, 2024, receivables from contracts with customers were $ 298.1 million and $ 312.7 million, respectively. Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer. Deferred revenue was $ 6.5 million and $ 16.2 million as of March 31, 2025, and December 31, 2024, respectively. We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation. The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands): Three Months Ended March 31, 2025 Refining Logistics Retail Product or service: Gasoline $ 579,300 $ — $ 100,633 Distillates (1) 659,885 — 10,988 Other refined products (2) 366,350 — — Merchandise — — 24,028 Transportation and terminalling services — 71,415 — Other revenue 80,594 — 783 Total segment revenues (3) $ 1,686,129 $ 71,415 $ 136,432 Three Months Ended March 31, 2024 Refining Logistics Retail Product or service: Gasoline $ 647,186 $ — $ 103,293 Distillates (1) 832,797 — 11,180 Other refined products (2) 403,993 — — Merchandise — — 24,793 Transportation and terminalling services — 71,842 — Other revenue 42,640 — 868 Total segment revenues (3) $ 1,926,616 $ 71,842 $ 140,134 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, vacuum gas oil, and asphalt. (3) Refer to Note 18—Segment Information for the reconciliation of segment revenues to total consolidated revenues. 9 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 Note 6— Inventories Inventories at March 31, 2025, and December 31, 2024, consisted of the following (in thousands): Titled Inventory Inventory Intermediation Agreement (1) Total March 31, 2025 Crude oil and feedstocks $ 114,688 $ 201,617 $ 316,305 Refined products and blendstock 512,717 — 512,717 Warehouse stock and other (2) 230,570 — 230,570 Total $ 857,975 $ 201,617 $ 1,059,592 December 31, 2024 Crude oil and feedstocks $ 124,910 $ 178,070 $ 302,980 Refined products and blendstock 504,456 — 504,456 Warehouse stock and other (2) 281,882 — 281,882 Total $ 911,248 $ 178,070 $ 1,089,318 ________________________________________________________ (1) Please read Note 8—Inventory Financing Agreements for further information. (2) Includes $ 138.0 million and $ 195.0 million of RINs and environmental credits, reported at the lower of cost or net realizable value, as of March 31, 2025, and December 31, 2024, respectively. Our renewable volume obligation and other gross environmental credit obligations of $ 217.8 million and $ 232.0 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of March 31, 2025, and December 31, 2024, respectively. As of March 31, 2025, there was no reserve for the lower of cost or net realizable value of inventory. As of December 31, 2024, there was $ 2.3 million reserved for the lower of cost or net realizable value of inventory. As of March 31, 2025, and December 31, 2024, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 31.8 million and $ 31.9 million, respectively. Note 7— Prepaid and Other Current Assets Prepaid and other current assets at March 31, 2025, and December 31, 2024 consisted of the following (in thousands): March 31, 2025 December 31, 2024 Collateral posted with broker for derivative instruments (1) $ 1,434 $ 38,618 Prepaid insurance 13,090 19,718 Derivative assets 9,228 12,855 Other 22,289 21,336 Total $ 46,041 $ 92,527 _________________________________________________________ (1) Our cash margin that is required as collateral deposits on our commodity derivatives cannot be offset against the fair value of open contracts except in the event of default. Please read Note 11—Derivatives for further information. Note 8— Inventory Financing Agreements Inventory Intermediation Agreement On May 31, 2024, Par Hawaii Refining, LLC (“PHR“), our wholly owned subsidiary, entered into an inventory intermediation agreement with Citigroup Energy Inc. (“Citi”) (the “Inventory Intermediation Agreement”) to support our Hawaii refining operations. Pursuant to the Inventory Intermediation Agreement, Citi will finance and hold title to crude oil in storage tanks and certain crude oil in transit to be consumed by PHR’s refinery located in Kapolei, Hawaii (the “Hawaii Refinery”). In connection with the Inventory Intermediation Agreement, Citi will enter into certain hedging transactions, in each case, on terms and subject to conditions set forth in the Inventory Intermediation Agreement. As of March 31, 2025, and 10 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 December 31, 2024, there were $ 211.5 million and $ 194.2 million of outstanding obligations under the Inventory Intermediation Agreement, respectively. Supply and Offtake Agreement Prior to May 31, 2024, we were a party to a supply and offtake agreement (the “Supply and Offtake Agreement") with J. Aron & Company, LLC (“J. Aron”) to support our Hawaii refining operations. Under the Supply and Offtake Agreement, which was accounted for in a manner consistent with a product financing arrangement, we paid or received certain fees from J. Aron based on changes in market prices over time. The amount due to or from J. Aron was recorded as an adjustment to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement. The Supply and Offtake Agreement expired on May 31, 2024, and we entered into the Inventory Intermediation Agreement. LC Facility due 2024 Prior to May 31, 2024, PHR, as borrower, the lenders and letter of credit issuing banks were each a party (collectively, the “LC Facility Lenders”) to an Uncommitted Credit Agreement (the “LC Facility Agreement”) whereby the LC Facility Lenders agreed, on an uncommitted and absolutely discretionary basis, to consider making revolving credit loans and issuing and participating in letters of credit in the maximum available amount of $ 120.0 million in the aggregate (the “LC Facility”) with the right to request an increase up to $ 350.0 million in the aggregate, subject to certain conditions. Letters of credit issued under the LC Facility were intended to finance and provide credit support for certain of PHR’s purchases of crude oil. The LC Facility was terminated early on May 31, 2024, in connection with the termination of the Supply and Offtake Agreement and entry into the Inventory Intermediation Agreement. We did not have any outstanding borrowings under the LC Facility as of the termination date. The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands): Three Months Ended March 31, 2025 2024 Net fees and expenses: Inventory Intermediation Agreement Inventory intermediation fees (1) $ 5,600 $ — Interest expense and financing costs, net 332 — Supply and Offtake Agreement Inventory intermediation fees (1) — 19,038 Interest expense and financing costs, net — 1,784 LC Facility due 2024 Interest expense and financing costs, net — 618 ___________________________________________________ (1) Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $ 4.5 million for three months ended March 31, 2025. Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 8.8 million for the three months ended March 31, 2024. 11 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 Note 9— Other Accrued Liabilities Other accrued liabilities at March 31, 2025, and December 31, 2024, consisted of the following (in thousands): March 31, 2025 December 31, 2024 Accrued payroll and other employee benefits $ 20,959 $ 34,130 Environmental credit obligations (1) 217,758 231,982 Derivative liabilities 9,296 19,548 Deferred revenue 6,523 16,247 Other 39,420 42,281 Total $ 293,956 $ 344,188 ___________________________________________________ (1) Please read Note 12—Fair Value Measurements for further information. A portion of these obligations are expected to be settled with our RINs assets and other environmental credits, which are presented as Inventories on our condensed consolidated balance sheet and are stated at the lower of cost or net realizable value. The carrying costs of these assets were $ 138.0 million and $ 195.0 million as of March 31, 2025, and December 31, 2024, respectively. Note 10— Debt The following table summarizes our outstanding debt (in thousands): March 31, 2025 December 31, 2024 ABL Credit Facility due 2028 $ 525,000 $ 483,000 Term Loan Credit Agreement due 2030 638,500 640,125 Other long-term debt 3,944 4,108 Principal amount of long-term debt 1,167,444 1,127,233 Less: unamortized discount and deferred financing costs ( 13,765 ) ( 14,266 ) Total debt, net of unamortized discount and deferred financing costs 1,153,679 1,112,967 Less: current maturities, net of unamortized discount and deferred financing costs ( 4,767 ) ( 4,885 ) Long-term debt, net of current maturities $ 1,148,912 $ 1,108,082 As of March 31, 2025 and December 31, 2024, we had $ 111.2 million and $ 110.2 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively. We had $ 57.1 million in surety bonds outstanding as of March 31, 2025, and December 31, 2024. Under the ABL Credit Facility and the Term Loan Credit Agreement, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions. ABL Credit Facility due 2028 On April 26, 2023, we entered into an Asset-Based Revolving Credit Agreement with certain lenders, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (as amended from time to time, the “ABL Credit Facility”). On March 22, 2024, we entered into the Third Amendment (the “Third Amendment”) to the ABL Credit Facility. The Third Amendment provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $ 1.4 billion , (i i) future incremental increases up to $ 400 million, (iii) the joinder of PHR to the ABL Credit Facility as a Borrower, and (iv) certain other amendments to the ABL Credit Facility to permit a new intermediation facility in favor of PHR. We recorded deferred financing costs of $ 3.8 million related to the Third Amendment that will be amortized over the remaining term of the ABL Credit Facility. On May 31, 2024, in connection with the entry into the Inventory Intermediation Agreement, PHR entered into a Joinder Agreement, as a borrower to the ABL Credit Facility. As of March 31, 2025, the ABL Credit Facility had $ 525 million outstanding in revolving loans and a borrowing base of approxi mately $ 1.0 billion. The ABL Credit Facility will mature, and the commitments thereunder will terminate on April 26, 2028. As of March 31, 2025, we had $ 391.7 million of availability under the ABL Credit Facility. 12 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 Term Loan Credit Agreement due 2030 On February 28, 2023, we entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto (“Lenders”). On April 8, 2024, the Term Loan Credit Agreement was amended by the Amendment No. 1 to Term Loan Credit Agreement (“Amendment No. 1 to Term Loan Credit Agreement”). Amendment No. 1 to Term Loan Credit Agreement provided for, among other things, (i) a reduction in the Applicable Margin under the Term Loan Credit Agreement by 50 basis points, such that base rate loans and Secure Overnight Financing Rate (“SOFR”) loans will bear interest at the applicable base rate plus 2.75 % and 3.75 %, respectively, and (ii) the elimination of the Term SOFR Adjustment of 10 basis points with respect to loans under the Term Loan Credit Agreement. On November 25, 2024, the Term Loan Credit Agreement was amended by the Amendment No. 2 to Term Loan Credit Agreement (“Amendment No. 2 to Term Loan Credit Agreement”). Amendment No. 2 to Term Loan Credit Agreement provided for, among other things, an increase to the size of the term loan from $ 550.0 million to an aggregate principal balance of $ 650.0 million. We recorded deferred financing costs of $ 0.5 million related to the Amendment No. 2 to Term Loan Credit Agreement that will be amortized over the remaining term. The Term Loan Credit Agreement requires quarterly payments of $ 1.6 million on the last business day of each March, June, September and December, with the balance due upon maturity. The Term Loan Credit Agreement matures on February 28, 2030. Other Long-Term Debt On June 7, 2023, we entered into two promissory notes with a third-party lender to acquire land in Kahului, Hawaii, and Hilo, Hawaii totaling $ 5.1 million. The notes bear interest at a fixed rate of 4.625 % per annum and are payable on the first day of each month, commencing on July 1, 2023, until maturity. The promissory notes are unsecured and mature on June 7, 2030. Cross Default Provisions Included within each of our debt agreements are affirmative and negative covenants, and customary cross default provisions, that require the repayment of amounts outstanding on demand unless the triggering payment default or acceleration is remedied, rescinded, or waived. As of March 31, 2025, we w ere in compliance with all of our debt instruments . Note 11— Derivatives Commodity Derivatives Our condensed consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 12—Fair Value Measurements for the gross fair value and net carrying value of our derivative instruments. Our open futures and over-the-counter (“OTC”) swaps expire in March 2026. At March 31, 2025, our open commodity derivative contracts represented (in thousands of barrels): Contract Type Purchases Sales Net Futures 1,029 ( 1,455 ) ( 426 ) Swaps 76,035 ( 82,856 ) ( 6,821 ) Total 77,064 ( 84,311 ) ( 7,247 ) At March 31, 2025, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries. The following table provides information on these option collars at our refineries as of March 31, 2025: 2025 2026 Total open option collars 1,710 375 Weighted-average strike price - floor (in dollars) $ 55.62 $ 48.78 Weighted-average strike price - ceiling (in dollars) $ 83.90 $ 87.00 Earliest commencement date April 2025 January 2026 Furthest expiry date December 2025 December 2026 13 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 Interest Rate Derivatives We are exposed to interest rate volatility in our ABL Credit Facility, Term Loan Credit Agreement, and the Inventory Intermediation Agreement. We may utilize interest rate swaps to manage our interest rate risk. On April 12, 2023, we entered into an interest rate collar transaction to manage our interest rate risk related to the Term Loan Credit Agreement. The interest rate collar agreement reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $ 300.0 million as of March 31, 2025. The terms of the agreement provide for an interest rate cap of 5.50 % and floor of 2.30 %, based on the three month SOFR as of the fixing date. The interest rate collar transaction expires on May 31, 2026. The following table provides information on the fair value amounts (in thousands) of these derivatives as of March 31, 2025 and December 31, 2024, and their placement within our condensed consolidated balance sheets. Balance Sheet Location March 31, 2025 December 31, 2024 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 8,770 $ 10,591 Commodity derivatives (2) Other accrued liabilities ( 1,137 ) ( 13,456 ) Citi repurchase obligation derivative Obligations under inventory financing agreements ( 5,136 ) ( 1,588 ) Interest rate derivatives Other liabilities ( 110 ) ( 24 ) _________________________________________________________ (1) Does not include cash collateral of $ 1.4 million and $ 38.6 million recorded in Prepaid and other current assets as of March 31, 2025, and December 31, 2024, respectively. Does not include $ 0.5 million and $ 2.3 million recorded in Prepaid and other current assets as of March 31, 2025, and December 31, 2024, respectively, related to realized derivatives receivable. (2) Does not include $ 8.2 million and $ 6.1 million recorded in Other accrued liabilities as of March 31, 2025, and December 31, 2024, respectively, related to realized derivatives payable. The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Three Months Ended March 31, Statement of Operations Location 2025 2024 Commodity derivatives Cost of revenues (excluding depreciation) $ 9,387 $ ( 27,360 ) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) — ( 21,816 ) Citi repurchase obligation derivative Cost of revenues (excluding depreciation) ( 3,548 ) — Interest rate derivatives Interest expense and financing costs, net ( 85 ) 844 Note 12— Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Equity Method Investments We evaluate equity method investments for impairment when factors indicate that a decrease in the value of our investment has occurred and the carrying amount of our investment may not be recoverable. An impairment loss, based on the difference between the carrying value and the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. 14 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 Assets and Liabilities Measured at Fair Value on a Recurring Basis Derivative Instruments We classify financial assets and liabilities according to the fair value hierarchy. Financial assets and liabilities classified as Level 1 instruments are valued using quoted prices in active markets for identical assets and liabilities. These include our exchange traded futures. Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Our Level 2 instruments include OTC swaps and options. These derivatives are valued using market quotations from independent price reporting agencies and commodity exchange price curves that are corroborated with market data. Level 3 instruments are valued using significant unobservable inputs that are not supported by sufficient market activity. The valuation of the embedded derivative related to our Citi repurchase obligation is based on estimates of the prices and a weighted-average price differential assuming settlement at the end of the reporting period. Estimates of the Citi settlement prices are based on observable inputs, such as Brent indices, and unobservable inputs, such as contractual price differentials as defined in the Inventory Intermediation Agreement. Contractual price differentials are considered unobservable inputs; therefore, these embedded derivatives are classified as Level 3 instruments. We do not have other commodity derivatives classified as Level 3 at March 31, 2025, or December 31, 2024. Please read Note 11—Derivatives for further information on derivatives. Gross Environmental Credit Obligations The portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits. The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period and classified as Level 2 instruments as we obtain the pricing inputs for the RINs and other environmental credits from brokers based on market quotes on similar instruments. Please read Note 14—Commitments and Contingencies for further information on the U.S. Environmental Protection Agency (“EPA”) regulations related to greenhouse gases. Financial Statement Impact Fair value amounts by hierarchy level as of March 31, 2025, and December 31, 2024, are presented gross in the tables below (in thousands): March 31, 2025 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 6,060 $ 60,912 $ — $ 66,972 $ ( 58,202 ) $ 8,770 Liabilities Commodity derivatives $ ( 3,659 ) $ ( 55,680 ) $ — $ ( 59,339 ) $ 58,202 $ ( 1,137 ) Citi repurchase obligation derivative — — ( 5,136 ) ( 5,136 ) — ( 5,136 ) Interest rate derivatives — ( 110 ) — ( 110 ) — ( 110 ) Gross environmental credit obligations (2) (3) — ( 83,010 ) — ( 83,010 ) — ( 83,010 ) Total liabilities $ ( 3,659 ) $ ( 138,800 ) $ ( 5,136 ) $ ( 147,595 ) $ 58,202 $ ( 89,393 ) 15 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 December 31, 2024 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 209,666 $ 13,506 $ — $ 223,172 $ ( 212,581 ) $ 10,591 Liabilities Commodity derivatives $ ( 215,139 ) $ ( 10,898 ) $ — $ ( 226,037 ) $ 212,581 $ ( 13,456 ) Citi repurchase obligation derivative — — ( 1,588 ) ( 1,588 ) — ( 1,588 ) Interest rate derivatives — ( 24 ) — ( 24 ) — ( 24 ) Gross environmental credit obligations (2) (3) — ( 44,498 ) — ( 44,498 ) — ( 44,498 ) Total liabilities $ ( 215,139 ) $ ( 55,420 ) $ ( 1,588 ) $ ( 272,147 ) $ 212,581 $ ( 59,566 ) _________________________________________________________ (1) Does not include cash collate ral of $ 1.4 million and $ 38.6 million as of March 31, 2025, and December 31, 2024, respectively, included within Prepaid and other current assets on our condensed consolidated balance sheets, respectively. (2) Does not include RINs assets and other environmental credits of $ 138.0 million and $ 195.0 million presented in Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of March 31, 2025, and December 31, 2024, respectively, and $ 5.7 million included in Other long-term assets as of March 31, 2025. (3) Does not include environmental liabilities of $ 134.8 million and $ 187.5 million satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits included in Other Accrued Liabilities on our condensed consolidated balance sheets as of March 31, 2025, and December 31, 2024, respectively. A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Three Months Ended March 31, 2025 2024 Balance, at beginning of period $ ( 1,588 ) $ ( 392 ) Total losses included in earnings (1) ( 3,548 ) ( 21,816 ) Balance, at end of period $ ( 5,136 ) $ ( 22,208 ) _________________________________________________________ (1) Included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations. The carrying value and fair value of long-term debt and other financial instruments as of March 31, 2025, and December 31, 2024, are as follows (in thousands): March 31, 2025 Carrying Value Fair Value ABL Credit Facility due 2028 (1) $ 525,000 $ 525,000 Term Loan Credit Agreement due 2030 (2) 624,735 622,538 Other long-term debt (2) 3,944 4,200 16 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 December 31, 2024 Carrying Value Fair Value ABL Credit Facility due 2028 (1) $ 483,000 $ 483,000 Term Loan Credit Agreement due 2030 (2) 625,859 636,924 Other long-term debt (2) 4,108 4,412 _________________________________________________________ (1) The fair value measurements of the ABL Credit Facility are considered Level 3 measurements in the fair value hierarchy. (2) The fair value measurements of the Term Loan Credit Agreement and Other long-term debt are considered Level 2 measurements in the fair value hierarchy as discussed below. The fair values of the Term Loan Credit Agreement and Other long-term debt were determined using a market approach based on quoted prices and the inputs used to measure the fair value are classified as Level 2 inputs within the fair value hierarchy. The carrying value of our ABL Credit Facility was determined to approximate fair value as of March 31, 2025. The fair value of all non-derivative financial instruments recorded in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, and current liabilities, including accounts payable, approximate their carrying value due to their short-term nature. Note 13— Leases We have cancellable and non-cancellable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one to 30 years or more. There are no material residual value guarantees associated with any of our leases. 17 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 The following table provides information on the amounts (in thousands) of our right-of-use assets (“ROU assets”) and liabilities, weighted-average remaining lease term, and weighted average discount rate as of March 31, 2025, and December 31, 2024, and their placement within our condensed consolidated balance sheets: Lease type Balance Sheet Location March 31, 2025 December 31, 2024 Assets Finance Property, plant, and equipment $ 31,127 $ 30,655 Finance Accumulated amortization ( 15,230 ) ( 14,543 ) Finance Property, plant, and equipment, net 15,897 16,112 Operating Operating lease right-of-use (“ROU”) assets 450,802 428,120 Total right-of-use assets $ 466,699 $ 444,232 Liabilities Current Finance Other accrued liabilities $ 2,363 $ 2,252 Operating Operating lease liabilities 88,339 80,174 Long-term Finance Finance lease liabilities 11,404 11,690 Operating Operating lease liabilities 378,276 362,092 Total lease liabilities $ 480,382 $ 456,208 Weighted-average remaining lease term (in years) Finance 10.35 10.26 Operating 6.87 7.17 Weighted-average discount rate Finance 7.01 % 6.97 % Operating 7.77 % 7.76 % The following table summarizes the lease costs and income recognized in our condensed consolidated statements of operations (in thousands): Three Months Ended March 31, Lease cost (income) type 2025 2024 Finance lease cost Amortization of finance lease ROU assets $ 685 $ 544 Interest on lease liabilities 238 244 Operating lease cost 31,589 25,817 Variable lease cost 3,008 1,962 Short-term lease cost 2,269 2,058 Net lease cost $ 37,789 $ 30,625 Operating lease income (1) $ ( 574 ) $ ( 3,865 ) _________________________________________________________ (1) The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material. 18 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Three Months Ended March 31, Lease type 2025 2024 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 528 $ 474 Operating cash flows from finance leases 238 234 Operating cash flows from operating leases 29,395 24,412 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 466 1,544 ROU assets obtained in exchange for new operating lease liabilities 45,167 18,756 ROU assets terminated in exchange for release from operating lease liabilities — 4,177 The table below includes the estimated future undiscounted cash flows for finance and operating leases as of March 31, 2025 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2025 (1) $ 2,282 $ 89,541 $ 91,823 2026 2,772 124,160 126,932 2027 2,607 115,104 117,711 2028 1,703 99,993 101,696 2029 1,293 22,780 24,073 2030 785 16,619 17,404 Thereafter 7,872 110,313 118,185 Total lease payments 19,314 578,510 597,824 Less amount representing interest ( 5,767 ) ( 111,675 ) ( 117,442 ) Present value of lease liabilities $ 13,547 $ 466,835 $ 480,382 _________________________________________________________ (1) Represents the period from April 1, 2025, to December 31, 2025. Additionally, we have no future undiscounted cash flows for operating or finance leases that have not yet commenced. Note 14— Commitments and Contingencies In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows. Tax and Related Matters We are also party to various other legal proceedings, claims, and regulatory, tax or government audits, inquiries, and investigations that arise in the ordinary course of business. From time to time, PHR has appealed various tax assessments related to its land, buildings, and fuel storage tanks, and is currently appealing the City of Honolulu’s property tax assessment for tax year 2023. During the first quarter of 2022, we received a tax assessment in the amount of $ 1.4 million from the Washington Department of Revenue related to its audit of certain taxes allegedly payable on certain sales of raw vacuum gas oil between 2014 and 2016. We believe the Department of Revenue’s interpretation is in conflict with its prior guidance and we appealed in November 2022. By opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in the Hawaii foreign trade zone from certain state taxes. We and other similarly situated state taxpayers who had previously claimed such exemptions, certain of which we are contractually obligated to indemnify, are currently being audited for such prior tax periods. Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, on camera and under seal in the first circuit court of the state of Hawaii alleging that PHR, Par Pacific Holdings, Inc. and certain unnamed defendants made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking unspecified damages, penalties, 19 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 interest and injunctive relief. We dispute the allegations in the complaint and intend to vigorously defend ourselves in such proceeding. We believe the likelihood of an unfavorable outcome in these matters to be neither probable nor reasonably estimable. Environmental Matters Like other petroleum refiners, our operations are subject to extensive and periodically changing federal, state, and local environmental laws and regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time. Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows. Hawaii Consent Decree On July 18, 2016, PHR and subsidiaries of Tesoro Corporation (“Tesoro”) entered into a consent decree with the EPA, the U.S. Department of Justice and other state governmental authorities concerning alleged violations of the federal Clean Air Act related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates (“Consent Decree”), including our refinery in Kapolei, Hawaii, that we acquired from Tesoro in 2013. On September 29, 2023, we received a letter from EPA related to the alleged violation of certain air emission limits, controls, monitoring, and repair requirements under the Consent Decree. We are unable to predict the cost to resolve these alleged violations, but resolution will likely involve financial penalties or impose capital expenditure requirements that could be material. Wyoming Refinery Our Wyoming refinery is subject to a number of consent decrees, orders, and settlement agreements involving the EPA and/or the Wyoming Department of Environmental Quality, some of which date back to the late 1970s and several of which remain in effect, requiring further actions at the Wyoming refinery. The largest cost component arising from these various decrees relates to the investigation, monitoring, and remediation of soil, groundwater, surface water, and sediment contamination associated with the facility’s historic operations. Investigative work by Hermes Consolidated LLC, and its wholly owned subsidiary, Wyoming Pipeline Company, (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts. As of March 31, 2025, we have accrued $ 13.0 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years. Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years and replace those impoundments with a new wastewater treatment system. Based on current information, reasonable estimates we have received suggest costs of approximately $ 11.6 million to design and construct a new wastewater treatment system. Finally, among the various historic consent decrees, orders, and settlement agreements into which Wyoming Refining has entered, there are several penalty orders associated with exceedances of permitted limits by the Wyoming refinery’s wastewater discharges. Although the frequency of these exceedances has declined over time, Wyoming Refining may become subject to new penalty enforcement action in the next several years, which could involve penalties in excess of $ 300,000 . Washington Climate Commitment Act and Clean Fuel Standard The Climate Commitment Act (“Washington CCA”), was established in 2021 and took effect January 1, 2023. The Washington CCA established a cap and invest program designed to significantly reduce greenhouse gas emissions. Rules implementing the Washington CCA by the Washington Department of Ecology set a cap on greenhouse gas emissions, provide mechanisms for the sale and tracking of tradable emissions allowances, and establish additional compliance and accountability measures. Additionally, a low carbon fuel standard (the “Clean Fuel Standard”) that limits carbon in transportation fuels and enables certain producers to buy or sell credits was also signed into law and became effective in 2023. We purchase emission 20 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 allowances and compliance credits or allowances at State auctions and on the open market to meet our obligations under these regulations and include the costs in the price of our products. Regulation of Greenhouse Gases Under the Energy Independence and Security Act (the “EISA”), the Renewable Fuel Standard (the “RFS”) requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply. Over time, higher annual RFS requirements have the potential to reduce demand for our refined transportation fuel products. In the near term, the RFS will be satisfied primarily with fuel ethanol blended into gasoline or by purchasing renewable credits, referred to as RINs, to maintain compliance. The RFS may present production and logistics challenges for both the renewable fuels and petroleum refining and marketing industries in that we may have to enter into arrangements with other parties or purchase D3 waivers from the EPA to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels. There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in the EISA, RFS and other fuel-related regulations. We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels. Note 15— Stockholders’ Equity Share Repurchase Program On February 21, 2025, the Board authorized a share repurchase program for up to $ 250 million of common stock, with no specified end date. This repurchase program terminated and replaced the prior authorization to repurchase up to $ 250 million of common stock. During the three months ended March 31, 2025, 3.6 million shares were repurchased under this share repurchase program for $ 51.2 million. The repurchased shares were retired by the Company upon receipt. During the three months ended March 31, 2024, 906 thousand shares were repurchased under the prior share repurchase program for $ 32.4 million. As of March 31, 2025, there was $ 209.1 million of authorization remaining under the current share repurchase program. Incentive Plans The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Par Pacific Holdings, Inc. 2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands): Three Months Ended March 31, 2025 2024 Restricted Stock Awards $ 2,498 $ 4,196 Restricted Stock Units 678 2,721 Stock Option Awards 370 9,493 On February 27, 2024, William Pate, Chief Executive Officer (“CEO”), announced that he would retire from his CEO role effective May 1, 2024. During the first quarter of 2024, the Board approved the acceleration of unvested equity awards and the modification of vested stock options granted to him. For the three months ended March 31, 2025, and 2024, we recorded $ 0.3 million and $ 13.1 million stock-based compensation expenses resulting from this and other equity awards modifications, respectively. During the three months ended March 31, 2025, we granted 683 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 10.7 million. As of March 31, 2025, there were approximately $ 20.0 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.6 years. During the three months ended March 31, 2025, we granted no stock option awards. As of March 31, 2025, there were approximately $ 5.5 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 4.0 years. 21 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 During the three months ended March 31, 2025, we granted 213 thousand performance restricted stock units to executive officers. These performance restricted stock units had a fair value of approximately $ 3.3 million and are subject to certain annual performance targets based on three-year -performance periods as defined by our Board of Directors. As of March 31, 2025, there were approximately $ 5.2 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.4 years. Note 16— Income (Loss) per Share The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended March 31, 2025 2024 Net loss $ ( 30,400 ) $ ( 3,751 ) Plus: Net income effect of convertible securities — — Numerator for diluted loss per common share $ ( 30,400 ) $ ( 3,751 ) Basic weighted-average common stock shares outstanding 53,756 58,992 Plus: dilutive effects of common stock equivalents (1) — — Diluted weighted-average common stock shares outstanding 53,756 58,992 Basic loss per common share $ ( 0.57 ) $ ( 0.06 ) Diluted loss per common share $ ( 0.57 ) $ ( 0.06 ) Diluted loss per common share excludes the following equity instruments because their effect would be anti-dilutive: (1) Shares of unvested restricted stock 1,058 874 Shares of stock options 1,565 1,315 ______________________________________________________ (1) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted Net Loss per common share for the three months ended March 31, 2025 and 2024. Note 17— Income Taxes Our income tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter. For the three months ended March 31, 2025, our effective tax rate differs from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for equity compensation and equity method investments. For the three months ended March 31, 2024, our effective tax rate differed from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for equity compensation. Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue. Our NOL carryforwards will not always be available to offset taxable income apportioned to the various states. The states from which our refining, retail, and logistics revenues are derived are not the same states in which our NOLs were incurred; therefore, we expect to incur state tax liabilities in connection with our refining, retail, and logistics operations. Note 18— Segment Information We report the results for the following four reportable segments: (i) Refining, (ii) Retail, (iii) Logistics, and (iv) Corporate and Other. 22 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 Segment asset information is not provided to our chief operating decision-maker. Summarized financial information concerning reportable segments consists of the following (in thousands): Three Months Ended March 31, 2025 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues Fuel revenue $ 1,605,535 $ — $ 111,621 $ ( 80,818 ) $ 1,636,338 Other revenue 80,594 71,415 24,811 ( 68,122 ) 108,698 Total revenues 1,686,129 71,415 136,432 ( 148,940 ) 1,745,036 Cost of revenues (excluding depreciation) Refining intercompany logistics costs 68,149 — — ( 68,149 ) — Other cost of revenues (excluding depreciation) 1,502,973 40,567 96,639 ( 80,819 ) 1,559,360 Total cost of revenues (excluding depreciation) 1,571,122 40,567 96,639 ( 148,968 ) 1,559,360 Operating expense (excluding depreciation) 118,620 4,365 21,169 — 144,154 Depreciation and amortization 26,397 6,819 2,662 708 36,586 General and administrative expense (excluding depreciation) — — — 24,243 24,243 Equity earnings from refining and logistics investments ( 5,289 ) ( 2,225 ) — — ( 7,514 ) Acquisition and integration costs — — — — — Par West redevelopment and other costs — — — 3,982 3,982 Loss on sale of assets, net — — 1 — 1 Operating income (loss) $ ( 24,721 ) $ 21,889 $ 15,961 $ ( 28,905 ) $ ( 15,776 ) Interest expense and financing costs, net ( 21,848 ) Debt extinguishment and commitment costs ( 25 ) Other expense, net ( 371 ) Equity earnings from Laramie Energy, LLC 726 Loss before income taxes ( 37,294 ) Income tax benefit 6,894 Net loss $ ( 30,400 ) Capital expenditures $ 33,974 $ 3,821 $ 2,458 $ 680 $ 40,933 23 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2025 and 2024 Three Months Ended March 31, 2024 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues Fuel revenue $ 1,883,976 $ — $ 114,473 $ ( 90,070 ) $ 1,908,379 Other revenue 42,640 71,842 25,661 ( 67,687 ) 72,456 Total revenues 1,926,616 71,842 140,134 ( 157,757 ) 1,980,835 Cost of revenues (excluding depreciation) Refining intercompany logistics costs 67,693 — — ( 67,693 ) — Other cost of revenues (excluding depreciation) 1,691,702 42,797 103,052 ( 90,073 ) 1,747,478 Total cost of revenues (excluding depreciation) 1,759,395 42,797 103,052 ( 157,766 ) 1,747,478 Operating expense (excluding depreciation) 126,468 3,812 22,980 — 153,260 Depreciation and amortization 22,270 6,775 3,116 495 32,656 General and administrative expense (excluding depreciation) — — — 41,755 41,755 Equity earnings from refining and logistics investments ( 4,117 ) ( 1,977 ) — — ( 6,094 ) Acquisition and integration costs — — — 243 243 Par West redevelopment and other costs — — — 1,971 1,971 Loss (gain) on sale of assets, net — 61 ( 10 ) — 51 Operating income (loss) $ 22,600 $ 20,374 $ 10,996 $ ( 44,455 ) $ 9,515 Interest expense and financing costs, net ( 17,884 ) Debt extinguishment and commitment costs — Other expense, net ( 2,576 ) Equity earnings from Laramie Energy, LLC 4,563 Loss before income taxes ( 6,382 ) Income tax benefit 2,631 Net loss $ ( 3,751 ) Capital expenditures $ 16,296 $ 4,770 $ 1,300 $ 276 $ 22,642 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 148.9 million and $ 157.8 million for the three months ended March 31, 2025, and 2024, respectively. 24