What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-06 compared with 2025-05-08 · 318 added, 157 removed, 699 unchanged (40% of the section changed)

4 unchanged sentences

(in thousands, except share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets

2 unchanged sentences

Total cash, cash equivalents, and restricted cash 169,544 192,267

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

Trade accounts receivable, net of allowances of $ 0.4 million and $ 0.4 million at June 30, 2025, and December 31, 2024, respectively

386,546 398,131

35 unchanged sentences

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

500,000,000 shares authorized at June 30, 2025, and December 31, 2024, 50,758,742 shares and 55,265,421 shares issued at June 30, 2025, and December 31, 2024, respectively

Additional paid-in capital 892,152 884,548

8 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Revenues $ 1,893,438 $ 2,017,468 $ 3,638,474 $ 3,998,303

7 unchanged sentences

Par West redevelopment and other costs 4,690 3,071 8,672 5,042

Loss on sale of assets, net 1 51

Loss (gain) on sale of assets, net ( 1,226 ) 63 ( 1,225 ) 114

Total operating expenses 1,796,678 1,968,827 3,557,490 3,940,147

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

Operating income 96,760 48,641 80,984 58,156

Other income (expense)

2 unchanged sentences

Other loss, net ( 163 ) ( 124 ) ( 534 ) ( 2,700 )

Equity earnings from Laramie Energy, LLC 726 4,563

Equity earnings (losses) from Laramie Energy, LLC 1,856 ( 1,360 ) 2,582 3,203

Total other expense, net ( 20,413 ) ( 23,336 ) ( 41,931 ) ( 39,233 )

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

Income tax benefit 6,894 2,631

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

Loss per share

Income before income taxes 76,347 25,305 39,053 18,923

Income tax expense ( 16,887 ) ( 6,667 ) ( 9,993 ) ( 4,036 )

Net income $ 59,460 $ 18,638 $ 29,060 $ 14,887

Income per share

Basic $ 1.18 $ 0.33 $ 0.56 $ 0.26

6 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

Three Months Ended

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

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Net income $ 59,460 $ 18,638 $ 29,060 $ 14,887

Other comprehensive income (loss):

1 unchanged sentence

Total other comprehensive loss, net of tax ( 77 ) ( 55 ) ( 153 ) ( 109 )

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

Comprehensive income $ 59,383 $ 18,583 $ 28,907 $ 14,778

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

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

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

Net Income $ 29,060 $ 14,887

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

Depreciation and amortization 71,298 64,800

3 unchanged sentences

Deferred taxes 8,579 3,530

Loss on sale of assets, net 1 51

Loss (gain) on sale of assets, net ( 1,225 ) 114

Stock-based compensation 8,022 19,502

10 unchanged sentences

Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities 144,611 51,988

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

Net cash provided by operating activities 132,179 20,755

Cash flows from investing activities:

1 unchanged sentence

Proceeds from sale of assets and other 2,271 60

Return of capital from Laramie Energy, LLC — 1,485

Net cash used in investing activities ( 86,788 ) ( 57,987 )

5 unchanged sentences

Purchase of common stock for retirement ( 80,835 ) ( 103,509 )

Proceeds from inventory financing agreements 25,122 203,074

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

Payments for debt extinguishment and commitment costs ( 25 ) ( 977 )

Other financing activities, net 1,288 1,198

Net cash used in financing activities ( 68,114 ) ( 62,213 )

25 unchanged sentences

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

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

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

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

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

Net income — — — 18,638 — 18,638

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

Additional Other

7 unchanged sentences

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

Issuance of common stock for employee stock purchase plan 57 — 1,515 — — 1,515

Stock-based compensation 15 — 4,249 — — 4,249

Purchase of common stock for retirement ( 1,623 ) ( 16 ) ( 359 ) ( 28,167 ) — ( 28,542 )

Other comprehensive loss — — — — ( 77 ) ( 77 )

Net income — — — 59,460 — 59,460

Balance, June 30, 2025 50,759 $ 507 $ 892,152 $ 245,553 $ 10,203 $ 1,148,415

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

For the Interim Periods Ended June 30, 2025 and 2024

Note 1 — Overview

10 unchanged sentences

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

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”).

Our Wyoming refinery experienced an operational incident on the evening of February 12, 2025, and remained safely idled during repair and recovery work through late April 2025, when the refinery returned to full crude operations.

As of June 30, 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.

As of June 30, 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.

18 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

For the Interim Periods Ended June 30, 2025 and 2024

are reviewed annually for customers with material credit limits.

1 unchanged sentence

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.

We did not have a material change in our allowances on trade receivables during the three and six months ended June 30, 2025 and 2024, respectively.

Cost Classifications

4 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Cost of revenues $ 6,499 $ 7,161 $ 13,284 $ 13,904

2 unchanged sentences

Accounting Principles Adopted

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

Accounting Principles Not Yet Adopted

7 unchanged sentences

Yellowstone Energy Limited Partnership

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

As of June 30, 2025, we owned a 65 % limited partnership ownership interest in YELP.

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

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

For the Interim Periods Ended June 30, 2025 and 2024

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Beginning balance $ 62,456 $ 58,676 $ 57,167 $ 59,824

Equity earnings from YELP

5,842 2,290 11,479 6,755

Amortization of basis difference

3 unchanged sentences

Yellowstone Pipeline Company

As of March 31, 2025, we owned a 40 % ownership interest in YPLC.

As of June 30, 2025, we owned a 40 % ownership interest in YPLC.

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

3 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Beginning balance $ 31,369 $ 29,639 $ 29,144 $ 27,662

Equity earnings from YPLC

1,773 1,763 3,960 3,702

Accretion of basis difference 38 38 76 76

Dividends received ( 5,840 ) ( 3,840 ) ( 5,840 ) ( 3,840 )

Ending balance $ 27,340 $ 27,600 $ 27,340 $ 27,600

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.

As of June 30, 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 $ 15.1 million and $ 12.5 million as of June 30, 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.

2 unchanged sentences

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.

As of June 30, 2025, and December 31, 2024, the term loan had an outstanding balance of $ 160.0 million.

At June 30, 2025, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 61.4 million.

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

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

For the Interim Periods Ended June 30, 2025 and 2024

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Beginning balance $ 13,224 $ 18,842 $ 12,498 $ 14,279

Equity earnings (losses) from Laramie Energy

242 ( 2,975 ) ( 646 ) ( 26 )

Accretion of basis difference 1,614 1,615 3,228 3,229

Dividends received — ( 1,485 ) — ( 1,485 )

Ending balance

1 unchanged sentence

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.

As of June 30, 2025, and December 31, 2024, receivables from contracts with customers were $ 327.1 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.

Deferred revenue was $ 4.1 million and $ 16.2 million as of June 30, 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

Three Months Ended June 30, 2025 Refining Logistics Retail

Product or service:

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Total segment revenues (3) $ 1,826,509 $ 73,005 $ 146,685

Three Months Ended March 31, 2024 Refining Logistics Retail

Three Months Ended June 30, 2024 Refining Logistics Retail

Product or service:

6 unchanged sentences

Total segment revenues (3) $ 1,957,273 $ 72,475 $ 152,842

Six Months Ended June 30, 2025 Refining Logistics Retail

Product or service:

Gasoline $ 1,259,744 $ — $ 206,406

Distillates (1) 1,386,910 — 23,902

Other refined products (2) 758,534 — —

Merchandise — — 51,175

Transportation and terminalling services — 144,420 —

Other revenue 107,450 — 1,634

Total segment revenues (3) $ 3,512,638 $ 144,420 $ 283,117

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

Six Months Ended June 30, 2024 Refining Logistics Retail

Product or service:

Gasoline $ 1,377,867 $ — $ 215,203

Distillates (1) 1,634,235 — 23,908

Other refined products (2) 800,937 — —

Merchandise — — 52,142

Transportation and terminalling services — 144,317 —

Other revenue 70,850 — 1,723

Total segment revenues (3) $ 3,883,889 $ 144,317 $ 292,976

_______________________________________________________

2 unchanged sentences

(3) Refer to Note 18—Segment Information for the reconciliation of segment revenues to total consolidated revenues.

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)

March 31, 2025

Inventories at June 30, 2025, and December 31, 2024, consisted of the following (in thousands):

Titled Inventory Inventory Financing Agreements (1)

June 30, 2025

Crude oil and feedstocks $ 159,527 $ 127,080 $ 286,607

9 unchanged sentences

(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.

(2) Includes $ 171.2 million and $ 195.0 million of Renewable Identification Numbers (“RINs”) and environmental credits, reported at the lower of cost or net realizable value, as of June 30, 2025, and December 31, 2024, respectively.

Our renewable volume obligation and other gross environmental credit obligations of $ 301.2 million and $ 232.0 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of June 30, 2025, and December 31, 2024, respectively.

As of June 30, 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.

As of June 30, 2025, and December 31, 2024, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 25.5 million and $ 31.9 million, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

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

Prepaid and other current assets at June 30, 2025, and December 31, 2024, consisted of the following (in thousands):

June 30, 2025 December 31, 2024

Collateral posted with broker for derivative instruments (1) $ 9,553 $ 38,618

Prepaid insurance 7,377 19,718

Deferred financing costs 217 —

Derivative assets 42,558 12,855

Prepaid environmental credits 45,053 —

Other 17,757 21,336

9 unchanged sentences

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

As of March 31, 2025, and

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

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

The net cash proceeds of $ 203.1 million, presented as Proceeds from inventory financing agreements in our condensed consolidated statement of cash flows for the six months ended June 30, 2024, were used to settle a portion of PHR’s outstanding obligations under the prior J.

Aron intermediation agreement.

On June 27, 2025, we entered into an amendment to the Inventory Intermediation Agreement to, among other things, facilitate entry into the Product Financing Agreement (as defined below) and revise certain other terms and conditions.

As of June 30, 2025, and December 31, 2024, there were $ 161.0 million and $ 194.2 million of outstanding obligations under the Inventory Intermediation Agreement, respectively.

Product Financing Agreement

On June 27, 2025, we entered into a RINs financing agreement with Citi (the “Product Financing Agreement”) to, among other things, provide funding to finance RINs, which is not to exceed $ 450 million in the aggregate when combined with obligations under the Inventory Intermediation Agreement.

Pursuant to the Product Financing Agreement, from time to time, we may elect to sell surplus RINs and contemporaneously enter into a corresponding obligation to repurchase identical RINs at a future date to provide an additional source of short-term financing and to take advantage of market liquidity for holdings that are not currently required for operations.

In such cases, the sale is not recognized, but rather the proceeds are treated as product financing proceeds where a corresponding product financing obligation is recorded.

The subsequent repurchase is treated as repayment of the product financing obligation, with the difference recorded as interest expense over the intervening period.

Such transactions are presented as Proceeds from inventory financing agreements in our condensed consolidated statement of cash flows.

As of June 30, 2025, there were $ 25.1 million of product financing obligations under the Product Financing Agreement.

Supply and Offtake Agreement

7 unchanged sentences

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

In the second quarter of 2024, we paid $ 382.1 million and $ 60.9 million to settle our remaining J.

Aron obligation and Discretionary Draw Facility obligations, respectively.

These payments are presented within Payments for termination of inventory financing

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

agreements and Net borrowings (repayments) of deferred payment arrangements and receivable advances in our condensed consolidated statement of cash flows for the six months ended June 30, 2024.

In connection with the termination of the Supply and Offtake Agreement, we recognized termination costs of $ 0.2 million, which are recorded in Debt extinguishment and commitment costs on our condensed consolidated statements of operations for the three and six months ended June 30, 2024.

LC Facility due 2024

2 unchanged sentences

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.

In connection with the termination of the LC Facility, we recognized debt extinguishment costs of $ 0.6 million, which are included in Debt extinguishment and commitment costs on our condensed consolidated statements of operations for the three and six months ended June 30, 2024.

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,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net fees and expenses:

8 unchanged sentences

___________________________________________________

(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.

(1) Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $ 4.7 million and $ 9.2 million for the three and six months ended June 30, 2025, respectively, and $ 4.6 million for both the three and six months ended June 30, 2024.

Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 4.6 million and $ 13.5 million for the three and six months ended June 30, 2024, respectively.

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

For the Interim Periods Ended June 30, 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

Other accrued liabilities at June 30, 2025, and December 31, 2024, consisted of the following (in thousands):

June 30, 2025 December 31, 2024

Accrued payroll and other employee benefits $ 29,259 $ 34,130

7 unchanged sentences

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

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

The carrying costs of these assets were $ 171.2 million and $ 195.0 million as of June 30, 2025, and December 31, 2024, respectively.

Note 10— Debt

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

ABL Credit Facility due 2028

8 unchanged sentences

Long-term debt, net of current maturities $ 1,107,743 $ 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.

As of June 30, 2025, and December 31, 2024, we had $ 31.5 million and $ 110.2 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively.

We had $ 75.2 million and $ 57.1 million in surety bonds outstanding as of June 30, 2025, and December 31, 2024, respectively.

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.

5 unchanged sentences

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

As of March 31, 2025, the ABL Credit Facility had $ 525 million outstanding in revolving loans and a borrowing base of approxi mately $ 1.0 billion.

As of June 30, 2025, the ABL Credit Facility had $ 485 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.

As of June 30, 2025, we had $ 477.8 million of availability under the ABL Credit Facility.

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

For the Interim Periods Ended June 30, 2025 and 2024

Term Loan Credit Agreement due 2030

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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 .

As of June 30, 2025, we w ere in compliance with all of our debt instruments .

Note 11— Derivatives

2 unchanged sentences

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

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

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

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

At June 30, 2025, our open commodity derivative contracts represented (in thousands of barrels):

Contract Type Purchases Sales Net

2 unchanged sentences

Total 107,753 ( 136,568 ) ( 28,815 )

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:

At June 30, 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 June 30, 2025:

Total open option collars 1,164 1,620

1 unchanged sentence

Weighted-average strike price - ceiling (in dollars) $ 82.91 $ 82.96

Earliest commencement date April 2025 January 2026

Earliest commencement date July 2025 January 2026

Furthest expiry date December 2025 December 2026

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

For the Interim Periods Ended June 30, 2025 and 2024

Interest Rate Derivatives

2 unchanged sentences

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

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

During the three months ended June 30, 2025, we entered into five additional interest rate collar transactions to reduce our variable interest rate risk related to the Term Loan Credit Agreement.

These agreements are effective from May 31, 2026, through May 31, 2029, with a total notional amount of $ 250.0 million as of June 30, 2025.

The terms of the agreements provide for an average interest rate cap of 5.50 % and an average floor of 2.08 %, based on the three month SOFR as of the fixing date.

These transactions expire on May 31, 2029.

The following table provides information on the fair value amounts (in thousands) of these derivatives as of June 30, 2025, and December 31, 2024, and their placement within our condensed consolidated balance sheets.

Balance Sheet Location June 30, 2025 December 31, 2024

Asset (Liability)

Commodity derivatives (1) Prepaid and other current assets $ 40,564 $ 10,591

Commodity derivatives (1) Other long-term assets ( 1,614 ) —

Commodity derivatives (2)

4 unchanged sentences

_________________________________________________________

(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.

(1) Does not include cash collateral of $ 9.6 million and $ 38.6 million recorded in Prepaid and other current assets as of June 30, 2025, and December 31, 2024, respectively.

Does not include $ 2.0 million and $ 2.3 million recorded in Prepaid and other current assets as of June 30, 2025, and December 31, 2024, respectively, related to realized derivatives receivable.

(2) Does not include $ 66.9 million and $ 6.1 million recorded in Other accrued liabilities as of June 30, 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,

Three Months Ended June 30, Six Months Ended June 30,

Statement of Operations Location 2025 2024 2025 2024

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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.

An impairment loss, based on the

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

For the Interim Periods Ended June 30, 2025 and 2024

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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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.

We do not have other commodity derivatives classified as Level 3 at June 30, 2025, or December 31, 2024.

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

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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

Fair value amounts by hierarchy level as of June 30, 2025, and December 31, 2024, are presented gross in the tables below (in thousands):

June 30, 2025

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

10 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

For the Interim Periods Ended June 30, 2025 and 2024

December 31, 2024

8 unchanged sentences

_________________________________________________________

(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.

(1) Does not include cash collate ral of $ 9.6 million and $ 38.6 million as of June 30, 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 $ 171.2 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 June 30, 2025, and December 31, 2024, respectively, and $ 5.6 million included in Other long-term assets as of June 30, 2025.

(3) Does not include environmental liabilities of $ 215.9 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 June 30, 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,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Balance, at beginning of period $ ( 5,136 ) $ ( 22,208 ) $ ( 1,588 ) $ ( 392 )

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

Settlements — ( 661 ) — ( 661 )

Total gains (losses) included in earnings (1) 1,458 22,460 ( 2,090 ) 644

Balance, at end of period $ ( 3,678 ) $ ( 409 ) $ ( 3,678 ) $ ( 409 )

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

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

March 31, 2025

The carrying value and fair value of long-term debt and other financial instruments as of June 30, 2025, and December 31, 2024, are as follows (in thousands):

June 30, 2025

Carrying Value Fair Value

3 unchanged sentences

623,695 627,322

Product Financing Agreement (2)

25,122 25,122

Other long-term debt (2)

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

For the Interim Periods Ended June 30, 2025 and 2024

December 31, 2024

4 unchanged sentences

625,859 636,924

Product Financing Agreement (2)

Other long-term debt (2) 4,108 4,412

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(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.

(2) The fair value measurements of the Term Loan Credit Agreement, Product Financing 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 carrying value of our ABL Credit Facility and Product Financing Agreement were determined to approximate fair value as of June 30, 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.

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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

For the Interim Periods Ended June 30, 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 June 30, 2025, and December 31, 2024, and their placement within our condensed consolidated balance sheets:

Lease type Balance Sheet Location June 30, 2025 December 31, 2024

Finance Property, plant, and equipment $ 31,132 $ 30,655

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Lease cost (income) type 2025 2024 2025 2024

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

For the Interim Periods Ended June 30, 2025 and 2024

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

Three Months Ended March 31,

Six Months Ended June 30,

Lease type 2025 2024

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ROU assets terminated in exchange for release from operating lease liabilities 23 —

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

The table below includes the estimated future undiscounted cash flows for finance and operating leases as of June 30, 2025 (in thousands):

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

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_________________________________________________________

(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.

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

Additionally, we have $ 0.3 million in future undiscounted cash flows for finance leases that have not yet commenced.

These leases are expected to commence when the equipment is made available to us.

We have no future undiscounted cash flows for operating leases that have not yet commenced.

Note 14— Commitments and Contingencies

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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,

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

PAR PACIFIC HOLDINGS, INC.

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

interest and injunctive relief.

For the Interim Periods Ended June 30, 2025 and 2024

Par Pacific Holdings, Inc.

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

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

As of 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.

As of June 30, 2025, we have accrued $ 12.7 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years.

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

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

For the Interim Periods Ended June 30, 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.

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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.

During the three and six months ended June 30, 2025, 1.6 million and 5.2 million shares were repurchased under this share repurchase program for $ 28.2 million and $ 79.4 million, respectively.

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.

During the three and six months ended June 30, 2024, 2.2 million and 3.1 million shares were repurchased under the prior share repurchase program for $ 67.1 million and $ 99.5 million, respectively.

As of June 30, 2025, there was $ 181.3 million of authorization remaining under the current share repurchase program.

Incentive Plans

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Restricted Stock Awards $ 3,170 $ 2,105 $ 5,668 $ 6,301

1 unchanged sentence

Stock Option Awards 358 279 728 9,772

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

On February 27, 2024, William Pate, our former 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.

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

During the three and six months ended June 30, 2025, we granted 23 thousand and 706 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 0.3 million and $ 11.0 million, respectively.

As of June 30, 2025, there were approximately $ 17.2 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.4 years.

During the three and six months ended June 30, 2025, we granted no stock option awards.

As of June 30, 2025, there were approximately $ 5.1 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 3.8 years.

PAR PACIFIC HOLDINGS, INC.

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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.

For the Interim Periods Ended June 30, 2025 and 2024

During the six months ended June 30, 2025, we granted 213 thousand performance restricted stock units to executive officers;

no grants were made for the three months ended June 30, 2025.

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.

As of June 30, 2025, there were approximately $ 4.6 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.2 years.

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,

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income $ 59,460 $ 18,638 $ 29,060 $ 14,887

Net income effect of convertible securities — — — —

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

Numerator for diluted income per common share $ 59,460 $ 18,638 $ 29,060 $ 14,887

Basic weighted-average common stock shares outstanding 50,373 57,239 52,052 57,936

dilutive effects of common stock equivalents

463 806 338 466

Diluted weighted-average common stock shares outstanding 50,836 58,045 52,390 58,402

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:

Basic income per common share $ 1.18 $ 0.33 $ 0.56 $ 0.26

Diluted income per common share $ 1.17 $ 0.32 $ 0.55 $ 0.25

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

Shares of unvested restricted stock 326 324 521 228

Shares of stock options 666 238 927 119

______________________________________________________

(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.

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

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

2 unchanged sentences

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

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, and we are evaluating any impact on our financial position.

We do not expect OBBBA to materially impact our effective tax rate or any cash flows from income taxes in the current fiscal year .

Note 18— Segment Information

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2025 and 2024

For the Interim Periods Ended June 30, 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

Three Months Ended June 30, 2025 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

$ 1,799,653 $ — $ 118,687 $ ( 83,514 ) $ 1,834,826

15 unchanged sentences

Par West redevelopment and other costs — — — 4,690 4,690

Loss (gain) on sale of assets, net 191 ( 1,417 ) — — ( 1,226 )

Operating income (loss) $ 81,320 $ 23,741 $ 20,793 $ ( 29,094 ) $ 96,760

Interest expense and financing costs, net ( 22,106 )

Debt extinguishment and commitment costs —

Other loss, net ( 163 )

Equity earnings from Laramie Energy, LLC 1,856

Income before income taxes 76,347

Income tax expense ( 16,887 )

Net income $ 59,460

Capital expenditures $ 39,221 $ 6,981 $ 1,469 $ 455 $ 48,126

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

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

$ 1,929,063 $ — $ 124,638 $ ( 94,588 ) $ 1,959,113

Other revenue

28,210 72,475 28,204 ( 70,534 ) 58,355

Total revenues

1,957,273 72,475 152,842 ( 165,122 ) 2,017,468

Cost of revenues (excluding depreciation)

Refining intercompany logistics costs 70,541 — — ( 70,541 ) —

Other cost of revenues (excluding depreciation) 1,709,269 44,278 111,244 ( 94,594 ) 1,770,197

Total cost of revenues (excluding depreciation)

1,779,810 44,278 111,244 ( 165,135 ) 1,770,197

Operating expense (excluding depreciation)

116,509 4,701 22,870 — 144,080

Depreciation and amortization 21,691 7,193 2,675 585 32,144

General and administrative expense (excluding depreciation) — — — 23,168 23,168

Equity earnings from refining and logistics investments

( 1,943 ) ( 1,801 ) — — ( 3,744 )

Acquisition and integration costs — — — ( 152 ) ( 152 )

Par West redevelopment and other costs — — — 3,071 3,071

Loss on sale of assets, net — 63 — — 63

2 unchanged sentences

Debt extinguishment and commitment costs ( 1,418 )

Other loss, net ( 124 )

Equity losses from Laramie Energy, LLC ( 1,360 )

Income before income taxes 25,305

Income tax expense ( 6,667 )

Net income $ 18,638

Capital expenditures $ 29,763 $ 4,653 $ 1,528 $ 946 $ 36,890

________________________________________________________

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 152.8 million and $ 165.1 million for the three months ended June 30, 2025, and 2024, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

Six Months Ended June 30, 2025 Refining Logistics

Retail Corporate, Eliminations and Other (1) Total

Fuel revenue $ 3,405,188 $ — $ 230,308 $ ( 164,332 ) $ 3,471,164

Other revenue 107,450 144,420 52,809 ( 137,369 ) 167,310

Total revenues

3,512,638 144,420 283,117 ( 301,701 ) 3,638,474

Cost of revenues (excluding depreciation)

Refining intercompany logistics costs 137,393 — — ( 137,393 ) —

Other cost of revenues (excluding depreciation) 3,035,704 81,733 199,735 ( 164,333 ) 3,152,839

Total cost of revenues (excluding depreciation) 3,173,097 81,733 199,735 ( 301,726 ) 3,152,839

Operating expense (excluding depreciation)

242,217 9,162 41,455 — 292,834

Depreciation and amortization 51,316 13,349 5,172 1,461 71,298

General and administrative expense (excluding depreciation) — — — 47,891 47,891

Equity earnings from refining and logistics investments ( 10,782 ) ( 4,037 ) — — ( 14,819 )

Acquisition and integration costs — — — — —

Par West redevelopment and other costs — — — 8,672 8,672

Loss (gain) on sale of assets, net 191 ( 1,417 ) 1 — ( 1,225 )

Operating income (loss) $ 56,599 $ 45,630 $ 36,754 $ ( 57,999 ) $ 80,984

Interest expense and financing costs, net ( 43,954 )

Debt extinguishment and commitment costs ( 25 )

Other expense, net ( 534 )

Equity earnings from Laramie Energy, LLC 2,582

Loss before income taxes ( 37,294 )

Income tax benefit 6,894

Net loss $ ( 30,400 )

Income before income taxes 39,053

Income tax expense ( 9,993 )

Net income $ 29,060

Capital expenditures $ 73,195 $ 10,802 $ 3,927 $ 1,135 $ 89,059

2 unchanged sentences

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

For the Interim Periods Ended June 30, 2025 and 2024

Six Months Ended June 30, 2024 Refining Logistics

Retail Corporate, Eliminations and Other (1)

$ 3,813,039 $ — $ 239,111 $ ( 184,658 ) $ 3,867,492

13 unchanged sentences

Equity earnings from refining and logistics investments ( 6,060 ) ( 3,778 ) — — ( 9,838 )

( 4,117 ) ( 1,977 ) — — ( 6,094 )

Acquisition and integration costs — — — 91 91

6 unchanged sentences

Equity earnings from Laramie Energy, LLC 3,203

Loss before income taxes ( 6,382 )

Income tax benefit 2,631

Net loss $ ( 3,751 )

Income before income taxes 18,923

Income tax expense ( 4,036 )

Net income $ 14,887

Capital expenditures $ 46,059 $ 9,423 $ 2,828 $ 1,222 $ 59,532

________________________________________________________

(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.

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 301.7 million and $ 322.9 million for the six months ended June 30, 2025 and 2024, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

Note 19— Subsequent Events

Renewable Fuels Facility Joint Venture

On July 21, 2025, we and Hawaii Renewables, LLC, a subsidiary of the Company (“ProjectCo”), entered into a definitive Equity Contribution Agreement (the “Equity Contribution Agreement”) with Alohi Renewable Energy, LLC (“Alohi”), an entity owned by Mitsubishi Corporation and ENEOS Corporation, pursuant to which we and Alohi will establish ProjectCo as a joint venture, with Alohi owning a 36.5 % equity interest in ProjectCo and the Company owning the remaining interest.

The joint venture is being formed for the development, construction, ownership and operation of the renewable fuels manufacturing facility co-located with our Hawaii refinery (“Renewable Fuels Facility”).

Upon the closing of the transaction, which is subject to the satisfaction of customary closing conditions, including regulatory approvals, a subsidiary of the Company will operate and manage the Renewable Fuels Facility on behalf of ProjectCo and provide certain services, such as construction management services, operating and corporate services and terminalling services, to ProjectCo.

In addition, at the closing of the transaction, we will contribute to ProjectCo certain assets related to the Renewable Fuels Facility, we will commit to making cash contributions to ProjectCo of up to $ 21 million (less certain costs incurred prior to closing) to complete the engineering, construction and delivery of the Renewable Fuels Facility through its commercial operation date, and Alohi will contribute to ProjectCo $ 100 million in cash.

The Renewable Fuels Facility is expected to be completed and operational by the end of 2025.

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

What changed 10-Q

Item 1. Financial Statements