What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-06 compared with 2025-05-08 · 522 added, 173 removed, 590 unchanged (54% of the section changed)

4 unchanged sentences

Operational Update

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

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

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.

The 66 days of idle time impacted comparability between the six months ended June 30, 2025, and June 30, 2024.

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.

Economic Update

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

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

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

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

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

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

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

Brent crude oil pricing averaged $70.82 per barrel in the first half of 2025 compared to $83.39 per barrel in the first half of 2024.

retail gasoline prices decreased to $3.25 per gallon in the first half of 2025 compared to $3.52 per gallon in the first half of 2024.

The overall energy price index increased 7.5% year over year as of June 30, 2025.

Energy Information Administration (“EIA”) in its July 2025 short term energy outlook forecasts average Brent crude oil pricing to decrease to $69 per barrel in 2025 and $58 per barrel in 2026 due to increased global oil inventories driven by Organization of the Petroleum Exporting Countries (“OPEC”) reversing production cuts and weak global demand growth.

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

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

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

On July 5, 2025, OPEC agreed to increase output by 548,000 barrels per day beginning in August 2025.

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

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

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

Effective August 1, 2025, the U.S.

has adopted new and increased tariffs on countries and specific goods, subject to evolving exemptions.

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

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Results of Operations

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

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

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

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

Our financial results for the second quarter of 2025 improved from net income of $18.6 million for the three months ended June 30, 2024, to net income of $59.5 million for the three months ended June 30, 2025.

The increase was primarily driven by a $40.1 million increase in our refining segment operating income, a $5.7 million increase in our logistics operating income, and a $4.7 million increase in our retail operating income, partially offset by a $10.2 million increase in income tax expense.

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

Adjusted EBITDA and Adjusted Net Income (Loss).

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

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

Adjusted EBITDA and Adjusted Net Income.

For the three months ended June 30, 2025, Adjusted EBITDA was $137.8 million compared to $81.6 million for the three months ended June 30, 2024.

The $56.2 million increase was primarily related to a $55.2 million increase in refining segment Adjusted Gross Margin and a $3.6 million increase in our logistics segment Adjusted Gross Margin, partially offset by a $4.6 million increase in operating expenses.

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

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

The decline was primarily related to the factors described above

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

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

For the three months ended June 30, 2025, Adjusted Net Income was $78.3 million compared to $28.5 million for the three months ended June 30, 2024.

The $49.8 million improvement was primarily related to the factors described above for the increase in Adjusted EBITDA and a $1.5 million of cash distributions from Laramie Energy in 2024 with no similar activity in 2025, partially offset by a $2.6 million increase in D&A and a $1.0 million increase in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains).

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

Our financial results improved from net income of $14.9 million for the six months ended June 30, 2024, to net income of $29.1 million for the six months ended June 30, 2025.

The $14.2 million increase was driven by a $17.0 million decrease in general and administrative expenses, a $9.8 million increase in retail segment operating income, a $7.2 million increase in logistics segment operating income, partially offset by an $7.2 million decrease in refining segment operating income, a $5.7 million increase in interest expense and financing costs, and a $6.0 million increase in income tax expense.

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

Adjusted EBITDA and Adjusted Net Income.

For the six months ended June 30, 2025, Adjusted EBITDA was $148.0 million compared to $176.3 million for the six months ended June 30, 2024.

The $28.3 million decrease was primarily due to a $47.6 million decrease in our refining segment Adjusted Gross Margin, partially offset by a $5.7 million increase in our logistics segment Adjusted Gross Margin, a $4.7 million increase in our retail segment Adjusted Gross Margin, a $4.3 million decrease in operating expenses, excluding severance, a $2.3 million decrease in general and administrative expense, excluding depreciation and severance, and a $2.2 million decrease in other expense.

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

For the six months ended June 30, 2025, Adjusted Net Income was $28.0 million compared to $70.2 million for the six months ended June 30, 2024.

The $42.2 million decline was primarily related to the same factors described above for the decrease in Adjusted EBITDA, combined with a $6.5 million increase in D&A and a $4.0 million increase in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains), a $1.5 million of cash distributions from Laramie Energy in 2024 with no similar activity in 2025, and a $1.0 million increase in interest, taxes, and depreciation expense related to our YELP and YPLC investments.

The following tables summarize our consolidated results of operations for the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024 (in thousands).

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

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 $ Change % Change

7 unchanged sentences

Par West redevelopment and other costs 4,690 3,071 1,619 53%

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

Loss (gain) on sale of assets, net (1,226) 63 (1,289) (2,046)%

Total operating expenses 1,796,678 1,968,827

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

Operating income 96,760 48,641

Other income (expense)

Interest expense and financing costs, net (22,106) (20,434) (1,672) 8%

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

Debt extinguishment and commitment costs — (1,418) 1,418 (100)%

Other expense, net (163) (124) (39) 31%

Equity earnings (losses) from Laramie Energy, LLC 1,856 (1,360) 3,216 236%

Total other expense, net (20,413) (23,336)

Income before income taxes 76,347 25,305

Income tax expense (16,887) (6,667) (10,220) 153%

Net income $ 59,460 $ 18,638

Six Months Ended June 30,

2025 2024 $ Change % Change

Revenues $ 3,638,474 $ 3,998,303 $ (359,829) (9)%

Cost of revenues (excluding depreciation) 3,152,839 3,517,675 (364,836) (10)%

Operating expense (excluding depreciation) 292,834 297,340 (4,506) (2)%

Depreciation and amortization 71,298 64,800 6,498 10%

General and administrative expense (excluding depreciation) 47,891 64,923 (17,032) (26)%

Equity earnings from refining and logistics investments (14,819) (9,838) (4,981) (51)%

Acquisition and integration costs — 91 (91) (100)%

Par West redevelopment and other costs 8,672 5,042 3,630 72%

Loss (gain) on sale of assets, net (1,225) 114 (1,339) (1,175)%

Total operating expenses 3,557,490 3,940,147

Operating income 80,984 58,156

Other income (expense)

Interest expense and financing costs, net (43,954) (38,318) (5,636) 15%

Debt extinguishment and commitment costs (25) (1,418) 1,393 (98)%

Other expense, net (534) (2,700) 2,166 (80)%

Equity earnings from Laramie Energy, LLC 2,582 3,203 (621) (19)%

Total other expense, net (41,931) (39,233)

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

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

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

________________________________________________________

(1) NM - Not meaningful

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

Income before income taxes 39,053 18,923

Income tax expense (9,993) (4,036) (5,957) 148%

Net income $ 29,060 $ 14,887

The following tables summarize our operating income (loss) by segment for the three and six months ended June 30, 2025 and 2024 (in thousands).

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

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

Three months ended June 30, 2025 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total

Revenues $ 1,826,509 $ 73,005 $ 146,685 $ (152,761) $ 1,893,438

6 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

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

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

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

Operating income (loss) $ 41,206 $ 18,041 $ 16,053 $ (26,659) $ 48,641

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

________________________________________________________

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

(2) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $152.8 million and $165.1 million for the three months ended June 30, 2025 and 2024, respectively.

Six months ended June 30, 2025 Refining Logistics (1) Retail Corporate, Eliminations and Other (2)

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

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

Six months ended June 30, 2024 Refining Logistics (1) Retail Corporate, Eliminations and Other (2)

Revenues $ 3,883,889 $ 144,317 $ 292,976 $ (322,879) $ 3,998,303

Cost of revenues (excluding depreciation) 3,539,205 87,075 214,296 (322,901) 3,517,675

Operating expense (excluding depreciation) 242,977 8,513 45,850 — 297,340

Depreciation and amortization 43,961 13,968 5,791 1,080 64,800

General and administrative expense (excluding depreciation) — — — 64,923 64,923

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

Acquisition and integration costs — — — 91 91

Par West redevelopment and other costs — — — 5,042 5,042

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

Operating income (loss) $ 63,806 $ 38,415 $ 27,049 $ (71,114) $ 58,156

________________________________________________________

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

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

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

Three Months Ended March 31,

(2) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $301.7 million and $322.9 million for the six months ended June 30, 2025 and 2024, respectively.

Below is a summary of key operating statistics for the refining segment for the three and six months ended June 30, 2025 and 2024:

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

2025 2024 2025 2024

Total Refining Segment

Feedstocks Throughput (Mbpd)

186.6 179.8 181.4 180.0

Refined product sales volume (Mbpd)

204.5 191.2 194.6 192.0

Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 13.65 $ 10.79 $ 10.24 $ 11.71

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

4.18 4.50 4.48 4.67

D&A per bbl ($/throughput bbl) 0.25 0.57 0.24 0.58

1 unchanged sentence

Feedstocks Throughput (Mbpd)

44.2 37.7 48.0 45.1

Yield (% of total throughput)

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Refined product sales volume (Mbpd)

55.6 48.2 51.5 49.9

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

1 unchanged sentence

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

14.18 16.18 12.22 14.09

D&A per bbl ($/throughput bbl) 2.83 1.84 2.56 1.59

Three Months Ended March 31,

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

2025 2024 2025 2024

Washington Refinery

10 unchanged sentences

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

3.73 3.66 3.94 4.70

D&A per bbl ($/throughput bbl) 1.91 1.83 1.96 2.09

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

14.50 7.08 20.81 7.46

D&A per bbl ($/throughput bbl) 3.64 2.36 6.37 2.56

3 unchanged sentences

Montana Index (4)

20.29 19.15 13.72 18.12

Washington Index (5)

15.37 7.25 9.79 6.21

Wyoming Index (6)

21.41 17.45 20.86 17.34

Combined Index (7)

13.76 10.95 10.59 11.89

Market Cracks (average $ per barrel)

2 unchanged sentences

Montana 6.3.2.1 Product Crack (4)

29.00 25.50 23.04 22.33

Washington 3.1.1.1 Product Crack (5)

24.16 15.76 18.12 13.63

Wyoming 2.1.1 Product Crack (6)

22.68 19.33 22.21 18.69

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

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Adjusted Gross Margin for our other refineries is determined under the first-in, first-out (“FIFO”) inventory costing method.

Total Refining Segment Adjusted Gross Margin per barrel is presented net of intercompany profit in inventory of approximately $0.29 per barrel and $0.19 per barrel for the three and six months ended June 30, 2025, respectively, which represents margin on intercompany sales where the inventory remains on our condensed consolidated balance sheet at period end.

(2) Management uses production costs per barrel to evaluate performance and compare efficiency to other companies in the industry.

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

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

100% of the RVO cost for gasoline and ULSD.

Asphalt pricing is lagged by one month.

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

The Washington

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

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

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

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

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

Three Months Ended March 31,

Below is a summary of key operating statistics for the retail segment for the three and six months ended June 30, 2025 and 2024:

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

2025 2024 2025 2024

Retail Segment

26 unchanged sentences

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

Three months ended March 31, 2025 Refining Logistics Retail

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

Three months ended June 30, 2025 Refining Logistics Retail

Operating income $ 81,320 $ 23,741 $ 20,793

Operating expense (excluding depreciation)

6 unchanged sentences

Par's portion of accounting policy differences from refining and logistics investments (526) — —

Loss on sale of assets, net — — 1

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

Adjusted Gross Margin (1) $ 231,780 $ 34,402 $ 43,589

Three months ended March 31, 2024 Refining Logistics Retail

Three months ended June 30, 2024 Refining Logistics Retail

Operating income $ 41,206 $ 18,041 $ 16,053

6 unchanged sentences

Unrealized loss on derivatives 21,141 — —

Loss on sale of assets, net — 63 —

Adjusted Gross Margin (1) (2)

$ 176,603 $ 30,759 $ 41,598

Six months ended June 30, 2025 Refining Logistics Retail

Operating income $ 56,599 $ 45,630 $ 36,754

Operating expense (excluding depreciation)

242,217 9,162 41,455

Depreciation and amortization 51,316 13,349 5,172

Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments 2,356 1,717 —

Inventory valuation adjustment 16,843 — —

Environmental obligation mark-to-market adjustments 6,314 — —

Unrealized gain on derivatives (38,257) — —

Par's portion of accounting policy differences from refining and logistics investments (1,471) — —

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

Adjusted Gross Margin (1) $ 336,108 $ 68,441 $ 83,382

Six months ended June 30, 2024 Refining Logistics Retail

Operating income $ 63,806 $ 38,415 $ 27,049

Operating expense (excluding depreciation)

242,977 8,513 45,850

Depreciation and amortization 43,961 13,968 5,791

Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments 1,379 1,689 —

Inventory valuation adjustment (20,476) — —

Environmental obligation mark-to-market adjustments (13,767) — —

Unrealized loss on derivatives 65,833 — —

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

Adjusted Gross Margin (1) (2) $ 383,713 $ 62,709 $ 78,680

____________________________________________________________________________

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

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

(1) For the three and six months ended June 30, 2025 and 2024, there was no impairment expense in Operating income.

(2) For the three and six months ended June 30, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.

Adjusted Net Income (Loss) and Adjusted EBITDA

19 unchanged sentences

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

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

Three Months Ended March 31,

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

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

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

2025 2024 2025 2024

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

Inventory valuation adjustment 28,530 (21,101) 16,843 (20,476)

7 unchanged sentences

Severance costs and other non-operating expense (2)

Loss on sale of assets, net 1 51

552 — 1,278 16,138

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

Equity earnings from Laramie Energy, LLC, excluding cash distributions

1 unchanged sentence

Par's portion of accounting policy differences from refining and logistics investments (526) — (1,471) —

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

Adjusted Net Income (3) (4) 78,291 28,544 27,970 70,212

Depreciation and amortization 34,712 32,144 71,298 64,800

1 unchanged sentence

21,457 20,471 43,220 39,199

Laramie Energy, LLC cash distributions to Par

— (1,485) — (1,485)

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,955 1,422 4,073 3,068

3 unchanged sentences

________________________________________

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

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

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

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

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

(1) For the three and six months ended June 30, 2025, we recognized a non-cash deferred tax expense of $15.5 million and $8.6 million, respectively, related to deferred state and federal tax liabilities.

For the three and six months ended June 30, 2024, we recognized a non-cash deferred tax expense of $6.2 million and $3.5 million, respectively, related to deferred

state and federal tax liabilities.

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

(2) For the six months ended June 30, 2025 and 2024, we incurred $0.3 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively.

For the six months ended June 30, 2024, we incurred $2.3 million for an estimated legal settlement unrelated to current operating activities.

(3) For the three and six months ended June 30, 2025 and 2024, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference.

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

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

(4) For the three and six months ended June 30, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.

Adjusted EBITDA by Segment

12 unchanged sentences

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

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

Three Months Ended June 30, 2025 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 81,320 $ 23,741 $ 20,793 $ (29,094)

3 unchanged sentences

Unrealized gain on commodity derivatives (28,815) — — —

Acquisition and integration costs — — — —

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

Severance costs and other non-operating expense

201 193 44 114

Par's portion of accounting policy differences from refining and logistics investments (526) — — —

Loss on sale of assets, net — — 1 —

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

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,204 751 — —

1 unchanged sentence

Adjusted EBITDA (1) $ 108,384 $ 29,798 $ 23,347 $ (23,700)

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

Three Months Ended June 30, 2024 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 41,206 $ 18,041 $ 16,053 $ (26,659)

1 unchanged sentence

Inventory valuation adjustment

(21,101) — — —

Environmental obligation mark-to-market adjustments (3,504) — — —

2 unchanged sentences

Par West redevelopment and other costs

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

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

Loss on sale of assets, net — 63 — —

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

2 unchanged sentences

$ 60,094 $ 26,058 $ 18,728 $ (23,279)

Six months ended June 30, 2025 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 56,599 $ 45,630 $ 36,754 $ (57,999)

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

Inventory valuation adjustment 16,843 — — —

Environmental obligation mark-to-market adjustments 6,314 — — —

Unrealized gain on commodity derivatives (38,257) — — —

Acquisition and integration costs — — — —

Severance costs and other non-operating expenses 201 193 44 840

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

Par's portion of accounting policy differences from refining and logistics investments (1,471) — — —

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

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,356 1,717 — —

Other loss, net — — — (534)

Adjusted EBITDA (1) $ 94,092 $ 59,472 $ 41,971 $ (47,560)

Six months ended June 30, 2024 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 63,806 $ 38,415 $ 27,049 $ (71,114)

Depreciation and amortization 43,961 13,968 5,791 1,080

Inventory valuation adjustment (20,476) — — —

Environmental obligation mark-to-market adjustments (13,767) — — —

Unrealized loss on commodity derivatives 65,833 — — —

Acquisition and integration costs — — — 91

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

Par West redevelopment and other costs

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

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,379 1,689 — —

Other loss, net — — — (2,700)

Adjusted EBITDA (1) (2) $ 141,378 $ 54,196 $ 32,830 $ (52,105)

________________________________________

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

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

(1) For the three and six months ended June 30, 2025 and 2024, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference.

(2) For the three and six months ended June 30, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.

Factors Impacting Segment Results

Operating Income

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

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

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

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

Operating income for our refining segment was $81.3 million for the three months ended June 30, 2025, an increase of $40.1 million compared to $41.2 million for the three months ended June 30, 2024.

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

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

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

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

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

The increase in operating income was primarily driven by:

• an increase of $58.4 million primarily related to higher crack spreads across all our refineries,

• an increase of $51.7 million related to favorable derivative impacts,

• an increase of $35.6 million related to higher refined product sales volumes at our Montana, Washington, and Hawaii refineries, and

• a decrease in purchased product costs of $22.0 million at our Hawaii refinery,

partially offset by:

• a decrease of $105.0 million related to unfavorable changes in feedstock differentials at our Hawaii, Montana, and Washington refineries, and

• an increase of $26.9 million in consolidated environmental costs across all our refineries, primarily driven by current period production.

Operating income for our logistics segment was $23.7 million for the three months ended June 30, 2025, an increase of $5.7 million compared to $18.0 million for the three months ended June 30, 2024.

The increase was primarily due to lower repair and maintenance costs, lower variable costs, an increase in third-party revenues of $1.8 million, and a $1.2 million gain on sale of assets, net, related to the sale of property in Hawaii, partially offset by a decrease of $3.1 million related to lower throughput as a result of the Wyoming operational incident.

Operating income for our retail segment was $20.8 million for the three months ended June 30, 2025, an increase of $4.7 million compared to $16.1 million for the three months ended June 30, 2024.

The increase was primarily due to a $2.6 million decrease in operating expenses primarily driven by lower employee costs, outside services expenses, and repair and maintenance expenses.

Other factors contributing to the increased profitability were a $1.2 million increase related to higher fuel margins and $0.7 million related to higher merchandise margins.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

Operating income for our refining segment was $56.6 million for the six months ended June 30, 2025, a decrease of $7.2 million compared to $63.8 million for the six months ended June 30, 2024.

The decrease in operating income was primarily driven by:

• a decrease of $128.8 million related to unfavorable changes in feedstock costs across all of our refineries, and

• a decrease of $55.0 million driven by an increase in environmental costs driven by current period production and changes in the value of our Washington CCA liabilities,

partially offset by:

• an increase of $95.4 million due to favorable derivative impacts across our refineries,

• a favorable change of $33.7 million related to higher sales volumes and other gross margin impacts,

• an increase of $28.0 million due to favorable impacts related to our Inventory Intermediation Agreement step-out obligation, and

• a decrease of $20.0 million in other inventory financing costs at our Hawaii refinery.

Operating income for our logistics segment was $45.6 million for the six months ended June 30, 2025, an increase of $7.2 million compared to $38.4 million for the six months ended June 30, 2024.

The increase was primarily due to a decrease in cost of revenues of $5.3 million driven by lower repair and maintenance costs, lower variable expenses, lower environmental costs, and a $1.2 million gain on sale of assets, net, related to the sale of property in Hawaii, partially offset by lower gross margin related to the Wyoming operational incident.

Operating income for our retail segment was $36.8 million for the six months ended June 30, 2025, an increase of $9.8 million compared to $27.0 million for the six months ended June 30, 2024.

The increase in operating income was

primarily due to a decrease in operating expenses of $4.4 million driven by decreases in employee costs, repairs and maintenance expenses, and outside services costs.

Other impacts include a $4.2 million increase in fuel margins and a $1.3 million increase in merchandise margins.

Adjusted Gross Margin

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

For the three months ended June 30, 2025, our refining Adjusted Gross Margin was $231.8 million, an increase of $55.2 million compared to $176.6 million for the three months ended June 30, 2024.

The increase was primarily driven by a $58.4 million increase in crack spreads and other factors described below.

• Adjusted Gross Margin for the Montana refinery increased by $5.41 per barrel from $16.89 per barrel during the three months ended June 30, 2024, to $22.30 per barrel during the three months ended June 30, 2025.

The increase in Adjusted Gross Margin was primarily due to favorable crack spreads, favorable impacts from realized derivatives, and lower inventory financing fees, partially offset by unfavorable changes in feedstock costs and an increase in environmental costs primarily driven by current period production.

The Montana Index improved $1.14 per barrel, or 6%, in the second quarter of 2025 compared to the comparable period in 2024.

• Adjusted Gross Margin for the Washington refinery increased by $6.80 per barrel from $4.67 per barrel during the three months ended June 30, 2024, to $11.47 per barrel during the three months ended June 30, 2025.

The increase was primarily due to favorable crack spreads, partially offset by an increase in environmental costs primarily driven by current period production and unfavorable changes in crude oil differentials and feedstock costs.

The Washington Index improved $8.12 per barrel, or 112%, in the second quarter of 2025 compared to the comparable period in 2024.

WTI pricing declined $16.98, or 21%, in the second quarter of 2025 compared to the comparable period in 2024.

• Adjusted Gross Margin for the Hawaii refinery increased by $0.11 per barrel from $10.07 per barrel during the three months ended June 30, 2024, to $10.18 per barrel during the three months ended June 30, 2025.

The increase in Adjusted Gross Margin was primarily due to higher crack spreads, lower purchased product costs, and lower inventory financing fees, partially offset by higher feedstock costs.

The Hawaii Index improved $1.16 per barrel, or 16%, in the second quarter of 2025 compared to the comparable period in 2024.

• Adjusted Gross Margin for the Wyoming refinery increased by $3.83 per barrel from $14.74 per barrel during the three months ended June 30, 2024, to $18.57 per barrel during the three months ended June 30, 2025.

The increase was primarily driven by higher crack spreads.

The Wyoming Index improved $3.96 per barrel, or 23%, in the second quarter of 2025 compared to the comparable period in 2024.

For the three months ended June 30, 2025, our logistics Adjusted Gross Margin was $34.4 million, an increase of $3.6 million compared to $30.8 million for the three months ended June 30, 2024.

The increase is primarily due to decreases in repair and maintenance expenses, lower variable expenses, an increase in third-party revenues of $1.8 million in the three months ended June 30, 2025, partially offset by a decrease of $3.1 million related to lower throughput as a result of the Wyoming operational incident and lower gross margins on our marine assets in Hawaii.

For the three months ended June 30, 2025, our retail Adjusted Gross Margin was $43.6 million, an increase of $2.0 million compared to $41.6 million for the three months ended June 30, 2024.

The increase was primarily due to a $1.2 million increase in fuel margins and $0.7 million increase in merchandise margins in the three months ended June 30, 2025, compared to the comparable period in 2024.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

For the six months ended June 30, 2025, our refining Adjusted Gross Margin was $336.1 million, a decrease of $47.6 million compared to $383.7 million for the six months ended June 30, 2024.

The decrease was primarily driven by a decrease of $108.2 million related to unfavorable feedstock costs and a $34.8 million increase in environmental costs driven by current period production, partially offset by a $47.0 million decrease in purchased product costs and other factors as described below.

• Adjusted Gross Margin for the Hawaii refinery decreased by $2.45 per barrel from $12.02 per barrel during the six months ended June 30, 2024, to $9.57 per barrel during the six months ended June 30, 2025.

The decrease was primarily due to lower crack spreads, unfavorable changes in crude oil differentials, unfavorable realized derivatives, and higher environmental costs as discussed above, partially offset by lower purchased product costs, and favorable intermediation costs.

The Hawaii Index declined $1.39 per barrel, or 14%, and yield increased 1%.

The Singapore 3.1.2 Product Crack declined $2.24 per barrel, or 14%.

• Adjusted Gross Margin for the Wyoming refinery increased by $4.18 per barrel from $14.83 per barrel during the six months ended June 30, 2024, to $19.01 per barrel during the six months ended June 30, 2025.

The increase was primarily driven by higher crack spreads.

The Wyoming Index improved $3.52 per barrel, or 20%.

• Adjusted Gross Margin for the Montana refinery decreased by $2.18 per barrel from $15.20 per barrel during June 30, 2024, to $13.02 per barrel during the six months ended June 30, 2025.

The decrease was primarily due to higher feedstock costs and higher environmental costs as discussed above, partially offset by improving crack spreads.

The Montana Index declined $4.40 per barrel, or 24%.

The Montana 6.3.2.1 Product Crack improved $0.71 per barrel, or 3%.

• Adjusted Gross Margin for the Washington refinery increased by $1.64 per barrel from $5.30 per barrel during the six months ended June 30, 2024 to $6.94 per barrel during the six months ended June 30, 2025.

The increase was primarily due to improving crack spreads, partially offset by higher environmental costs as discussed above, and unfavorable changes in feedstock costs.

The Washington Index improved $3.58 per barrel, or 58%.

The Washington 3.1.1.1 Product Crack improved $4.49 per barrel, or 33%.

For the six months ended June 30, 2025, our logistics Adjusted Gross Margin was $68.4 million, an increase of $5.7 million compared to $62.7 million for the six months ended June 30, 2024.

The increase was primarily due to higher marine revenues, lower variable expenses, and decreases in repair and maintenance expenses, partially offset by lower throughput driven by the 2025 Wyoming operational incident.

For the six months ended June 30, 2025, our retail Adjusted Gross Margin was $83.4 million, an increase of $4.7 million compared to $78.7 million for the six months ended June 30, 2024.

The increase was primarily due to a $4.2 million increase in fuel margins and an 8% increase in merchandise margins.

Discussion of Consolidated Results

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

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

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

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

For the three months ended June 30, 2025, revenues were $1.9 billion, a $0.1 billion decrease compared to $2.0 billion for the three months ended June 30, 2024.

The decrease was primarily driven by lower refining revenue due to a $0.3 billion decrease related to lower crude oil prices, partially offset by a 7.0% increase in sales volumes and a $0.1 billion increase due to higher average product crack spreads.

Average Brent crude oil prices decreased 22% and average WTI crude oil prices decreased 21% as compared to the prior period.

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

The Combined Index increased 26% compared to the second quarter of 2024.

Please read our key operating statistics for further information.

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

Revenues at our retail segment decreased $6.2 million primarily due to a 6% decline in fuel sales prices.

Cost of Revenues (Excluding Depreciation).

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

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

For the three months ended June 30, 2025, cost of revenues (excluding depreciation) was $1.6 billion, a decrease of $0.2 billion when compared to $1.8 billion for the three months ended June 30, 2024.

The decrease was primarily driven by lower crude oil prices as discussed above and favorable derivative activity, partially offset by unfavorable feedstock and environmental costs and a 7.0% increase in refined product sales.

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

Operating Expense (Excluding Depreciation).

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

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

For the three months ended June 30, 2025, operating expense (excluding depreciation) was $148.7 million, a $4.6 million increase when compared to $144.1 million for the three months ended June 30, 2024.

The increase was driven by higher repair and maintenance costs in response to our Wyoming operational incident, partially offset by a decrease in retail employee costs.

Depreciation and Amortization .

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

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

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

For the three months ended June 30, 2025, D&A was $34.7 million, an increase of $2.6 million compared to $32.1 million for the three months ended June 30, 2024.

The increase was primarily driven by a $4.6 million increase in Montana deferred turnaround asset amortization, partially offset by a $2.4 million decrease at the Hawaii refinery reflecting fully amortized turnaround assets.

The Montana refinery completed turnarounds in 2024 and 2025;

our Hawaii refinery last completed a turnaround in 2020.

General and Administrative Expense (Excluding Depreciation).

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

For the three months ended June 30, 2025, general and administrative expense (excluding depreciation) was $23.6 million, relatively consistent with $23.2 million for the three months ended June 30, 2024.

Equity earnings from refining and logistics investments.

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

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

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

During the three months ended June 30, 2025, Equity earnings from refining and logistics investments, related to YELP and YPLC, were $7.3 million, an increase of $3.6 million compared to $3.7 million for the three months ended June 30, 2024.

For the three months ended June 30, 2025, our

proportionate share of YELP’s net income and YPLC’s net income was $5.8 million and $1.8 million, respectively.

For the three months ended June 30, 2024, our proportionate share of YELP’s net income and YPLC’s net income was $2.3 million and $1.8 million, respectively.

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

Par West redevelopment and other costs.

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

For the three months ended June 30, 2025, Par West redevelopment and other costs were $4.7 million, an increase of $1.6 million compared to $3.1 million for the three months ended June 30, 2024, primarily due to an increase in redevelopment activities.

Loss (Gain) on Sale of Assets, Net.

For the three months ended June 30, 2025, there was a $1.2 million gain on sale of assets, net, which resulted primarily from the sale of property in Hawaii.

For the three months ended June 30, 2024, the loss on sale of assets, net was immaterial.

Interest Expense and Financing Costs, Net .

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

For the three months ended June 30, 2025, our interest expense and financing costs were $22.1 million, an increase of $1.7 million compared to $20.4 million for the three months ended June 30, 2024, primarily due to an increase in interest expense related to higher outstanding balances under our ABL Credit Facility.

Under our previous Supply and Offtake agreement, terminated in May 2024, inventory financing costs were included in Cost of Sales.

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

Debt Extinguishment and Commitment Costs.

During the three months ended June 30, 2025, we incurred no debt extinguishment and commitment costs.

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

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

Equity earnings (losses) from Laramie Energy, LLC.

For the three months ended June 30, 2025, Equity earnings from Laramie Energy, LLC were $1.9 million compared to Equity losses from Laramie Energy, LLC of $1.4 million for the three months ended June 30, 2024.

For the three months ended June 30, 2025, the accretion of basis difference was $1.6 million, and our proportionate share of Laramie Energy’s net income was $0.2 million.

For three months ended June 30, 2024, our proportionate share of Laramie Energy’s net loss was $3.0 million, partially offset by the accretion of basis difference of $1.6 million.

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

Income Taxes.

For the three months ended June 30, 2025, our income tax expense was $16.9 million, an increase of $10.2 million compared to $6.7 million for three months ended June 30, 2024, primarily related to our second quarter of 2025 pre-tax net income.

Please read Note 17—Income Taxes for further discussion.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

For the six months ended June 30, 2025, revenues were $3.6 billion, a $0.4 billion decrease compared to $4.0 billion for the six months ended June 30, 2024.

The decrease was primarily driven by lower refining revenue due to a $0.4 billion decrease reflecting lower crude prices and a $0.1 billion decrease related to the Wyoming operational incident in the first quarter of 2025, partially offset by an 8% increase and a 4% in sales volumes at our Washington and Hawaii refineries, respectively.

Average Brent crude oil prices decreased 15% and average WTI crude oil prices decreased 14% as compared to the prior period.

Please read our key operating statistics for further information.

Revenues at our retail segment decreased $9.9 million primarily due to a 5% decrease in fuel prices, partially offset by a 6% increase in merchandise revenue.

Cost of Revenues (Excluding Depreciation).

For the six months ended June 30, 2025, cost of revenues (excluding depreciation) was $3.2 billion, a $0.3 billion decrease compared to $3.5 billion for the six months ended June 30, 2024, primarily driven by lower crude oil prices, as discussed above, partially offset by unfavorable feedstock costs.

Operating Expense (Excluding Depreciation).

For the six months ended June 30, 2025, operating expense (excluding depreciation) was $292.8 million, a decrease of $4.5 million compared to $297.3 million for the six months ended June 30, 2024.

The decrease was primarily driven by lower operating expenses at our Montana refinery, which had two turnarounds in 2024 and one turnaround in 2025, and lower employee costs and repairs and maintenance costs at our Retail segment, partially offset by higher repair and maintenance costs and employee costs in response to our Wyoming operational incident.

Depreciation and Amortization .

For the six months ended June 30, 2025, D&A was $71.3 million, an increase of $6.5 million compared to $64.8 million for the six months ended June 30, 2024.

The increase was primarily driven by an $8.9 million increase in Montana and a $2.9 million increase in Wyoming related to equipment damaged as a result of the February 2025 operational incident, partially offset by a $4.8 million decrease in D&A from our Hawaii Refinery reflecting fully

amortized turnaround assets.

The Montana refinery completed turnarounds in 2024 and 2025;

our Hawaii refinery last completed a turnaround in 2020.

General and Administrative Expense (Excluding Depreciation).

For the six months ended June 30, 2025, general and administrative expense (excluding depreciation) was $47.9 million, a decrease of $17.0 million compared to $64.9 million for the six months ended June 30, 2024.

The decrease was primarily due to $13.1 million of stock based compensation expenses related to CEO transition costs in the first quarter of 2024 with no similar 2025 expenses and lower renewable project costs of $4.8 million.

Equity earnings from refining and logistics investments.

For the six months ended June 30, 2025, equity earnings from refining and logistics investments were $14.8 million, an increase of $5.0 million compared to $9.8 million for the six months ended June 30, 2024.

For the six months ended June 30, 2025, our proportionate share of YELP’s net income and YPLC’s net income was $11.5 million and $4.0 million, respectively.

For the six months ended June 30, 2024, our proportionate share of YELP’s net income and YPLC’s net income was $6.8 million and $3.7 million, respectively.

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

Par West redevelopment and other costs.

For the six months ended June 30, 2025, Par West redevelopment and other costs were $8.7 million, an increase of $3.7 million compared to $5.0 million for the six months ended June 30, 2024, associated with the operation and decommissioning of our Par West facility.

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

Loss (Gain) on Sale of Assets, Net.

For the six months ended June 30, 2025, there was a $1.2 million gain on sale of assets, net, which resulted primarily from the sale of property in Hawaii.

For the six months ended June 30, 2024, the loss on sale of assets, net was immaterial.

Interest Expense and Financing Costs, Net .

For the six months ended June 30, 2025, our interest expense and financing costs were $44.0 million, an increase of $5.7 million compared to $38.3 million for the six months ended June 30, 2024, primarily due to an increase in interest expense due to higher outstanding balances under our ABL Credit Facility, costs associated with our interest rate derivatives, and lower interest income from our investment accounts, partially offset by lower interest expense and financing costs under our Supply and Offtake Agreement, terminated in May 2024, and lower interest expense and financing costs related to our LC Facility.

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

Debt Extinguishment and Commitment Costs.

During the six months ended June 30, 2025, we incurred an immaterial amount of debt extinguishment and commitment costs.

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

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

Other expense, net .

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

For the six months ended June 30, 2025, other expense was $0.5 million, a decrease of $2.2 million compared to $2.7 million of other expense for the six months ended June 30, 2024.

The decrease was primarily due to $2.3 million of 2024 legal expenses unrelated to operating activities with no similar 2025 expenses.

Equity Earnings from Laramie Energy, LLC.

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

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

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

For the six months ended June 30, 2025, Equity earnings from Laramie Energy, LLC were $2.6 million, a decrease of $0.6 million compared to $3.2 million for the six months ended June 30, 2024.

For the six months ended June 30, 2025, the accretion of basis difference was $3.2 million, partially offset by our proportionate share of Laramie Energy’s net loss of $0.6 million.

For the six months ended June 30, 2024, the accretion of basis was $3.2 million, partially offset by our proportionate share of Laramie Energy’s net loss which was immaterial.

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

Our share of this distribution was $1.5 million.

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

Income Taxes.

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

For the six months ended June 30, 2025, income tax expense was $10.0 million, an increase of $6.0 million compared to $4.0 million for the six months ended June 30, 2024, primarily related to our 2025 pre-tax net income.

Please read Note 17—Income Taxes for further discussion.

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

As of March 31, 2025

As of June 30, 2025

Parent Guarantor Par Borrower and Subsidiaries

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

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Parent Guarantor Par Borrower and Subsidiaries

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

Loss on sale of assets, net — 1 — 1

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

Total operating expenses 7,750 1,796,187 (7,259) 1,796,678

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Equity earnings (losses) from subsidiaries 67,238 — (67,238) —

Equity earnings from Laramie Energy, LLC — — 726 726

Equity earnings (losses) from Laramie Energy, LLC — — 1,856 1,856

Total other income (expense), net 67,210 (22,327) (65,296) (20,413)

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Adjusted EBITDA $ (7,212) $ 136,304 $ 8,737 $ 137,829

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Parent Guarantor Par Borrower and Subsidiaries

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

Loss on sale of assets, net — 51 — 51

Loss (gain) on sale of assets, net — 63 — 63

Total operating expenses 4,958 1,967,564 (3,695) 1,968,827

Operating income (loss)

(4,958) 49,896 3,703 48,641

Other income (expense)

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Equity earnings (losses) from subsidiaries 23,635 — (23,635) —

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

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

Total other income (expense), net 23,596 (22,026) (24,906) (23,336)

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Adjusted EBITDA $ (4,051) $ 80,480 $ 5,172 $ 81,601

Six Months Ended June 30, 2025

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

and Subsidiaries

Revenues $ — $ 3,638,444 $ 30 $ 3,638,474

Operating expenses

Cost of revenues (excluding depreciation) — 3,152,839 — 3,152,839

Operating expense (excluding depreciation) — 292,834 — 292,834

Depreciation and amortization 1,005 70,199 94 71,298

General and administrative expense (excluding depreciation) 14,534 33,357 — 47,891

Equity earnings from refining and logistics investments — — (14,819) (14,819)

Acquisition and integration costs (2) — — — —

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

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

Total operating expenses 15,539 3,556,676 (14,725) 3,557,490

Operating income (loss) (15,539) 81,768 14,755 80,984

Other income (expense)

Interest expense and financing costs, net (50) (44,077) 173 (43,954)

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

Other income (expense), net (17) (517) — (534)

Equity earnings (losses) from subsidiaries 44,666 — (44,666) —

Equity earnings (losses) from Laramie Energy, LLC — — 2,582 2,582

Total other income (expense), net 44,599 (44,619) (41,911) (41,931)

Income (loss) before income taxes 29,060 37,149 (27,156) 39,053

Income tax benefit (expense) (1) — (9,485) (508) (9,993)

Net income (loss) $ 29,060 $ 27,664 $ (27,664) $ 29,060

Adjusted EBITDA $ (14,341) $ 144,865 $ 17,451 $ 147,975

Six Months Ended June 30, 2024

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

and Subsidiaries

Revenues $ — $ 3,998,291 $ 12 $ 3,998,303

Operating expenses

Cost of revenues (excluding depreciation) — 3,517,675 — 3,517,675

Operating expense (excluding depreciation) — 297,340 — 297,340

Depreciation and amortization 727 63,978 95 64,800

General and administrative expense (excluding depreciation) 22,365 42,570 (12) 64,923

Equity earnings from refining and logistics investments — — (9,838) (9,838)

Acquisition and integration costs (2) — 91 — 91

Par West redevelopment and other costs — 5,042 — 5,042

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

Total operating expenses 23,092 3,926,810 (9,755) 3,940,147

Operating income (loss)

(23,092) 71,481 9,767 58,156

Other income (expense)

Interest expense and financing costs, net — (38,498) 180 (38,318)

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

Other income (expense), net (17) (2,681) (2) (2,700)

Equity earnings (losses) from subsidiaries 37,995 — (37,995) —

Equity earnings (losses) from Laramie Energy, LLC — — 3,203 3,203

Total other income (expense), net 37,978 (42,597) (34,614) (39,233)

Income (loss) before income taxes 14,886 28,884 (24,847) 18,923

Income tax benefit (expense) (1) — (6,771) 2,735 (4,036)

Net income (loss) $ 14,886 $ 22,113 $ (22,112) $ 14,887

Adjusted EBITDA $ (13,538) $ 176,909 $ 12,928 $ 176,299

________________________________________

(1) The income tax benefit (expense) of the Parent Guarantor and Issuer and Subsidiaries is determined using the separate return method.

The Non-Guarantor Subsidiaries and Eliminations column includes tax benefits recognized at the Par consolidated level that are primarily associated with changes to the consolidated valuation allowance and other deferred tax balances.

(2) The acquisition and integration expense related to the Billings Acquisition was pushed down from the Parent Guarantor to the Issuer and Subsidiaries upon consummation of the transaction.

Non-GAAP Financial Measures

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

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

Three Months Ended March 31, 2025

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

Three Months Ended June 30, 2025

Parent Guarantor Par Borrower and Subsidiaries

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Severance costs and other non-operating expense

181 545 — 726

Loss (gain) on sale of assets, net

— (1,226) — (1,226)

Equity earnings from Laramie Energy, LLC, excluding cash distributions — — (1,856) (1,856)

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Adjusted EBITDA (1) $ (7,212) $ 136,304 $ 8,737 $ 137,829

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Parent Guarantor Par Borrower and Subsidiaries

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

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

Severance costs and other non-operating expense

538 (538) — —

Loss on sale of assets, net — 51 — 51

Loss (gain) on sale of assets, net — 63 — 63

Equity losses from Laramie Energy, LLC, excluding cash distirbutions — — 2,845 2,845

Depreciation and amortization 378 31,718 48 32,144

Interest expense and financing costs, net, excluding unrealized

interest rate derivative loss (gain)

30 20,531 (90) 20,471

Laramie Energy, LLC cash distributions to Par — — (1,485) (1,485)

Equity losses (income) from subsidiaries (23,635) — 23,635 —

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments — — 1,422 1,422

Income tax expense (benefit) — 6,960 (293) 6,667

Adjusted EBITDA (1) $ (4,051) $ 80,480 $ 5,172 $ 81,601

Six Months Ended June 30, 2025

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

and Subsidiaries

Net income (loss) $ 29,060 $ 27,664 $ (27,664) $ 29,060

Inventory valuation adjustment — 16,843 — 16,843

Environmental obligation mark-to-market adjustments — 6,314 — 6,314

Unrealized loss (gain) on derivatives — (37,523) — (37,523)

Acquisition and integration costs — — — —

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

Debt extinguishment and commitment costs — 25 — 25

Severance costs and other non-operating expense (2)

210 1,068 — 1,278

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

Equity earnings from Laramie Energy, LLC, excluding cash distributions — — (2,582) (2,582)

Par's portion of accounting policy differences from refining and logistics investments (1,471) (1,471)

Depreciation and amortization 1,005 70,199 94 71,298

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50 43,343 (173) 43,220

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

Equity losses (income) from subsidiaries (44,666) — 44,666 —

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments — — 4,073 4,073

Income tax expense — 9,485 508 9,993

Adjusted EBITDA (1) $ (14,341) $ 144,865 $ 17,451 $ 147,975

Six Months Ended June 30, 2024

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

and Subsidiaries

Net income (loss) $ 14,886 $ 22,113 $ (22,112) $ 14,887

Inventory valuation adjustment — (20,476) — (20,476)

Environmental obligation mark-to-market adjustments — (13,767) — (13,767)

Unrealized loss on derivatives — 64,952 — 64,952

Acquisition and integration costs — 91 — 91

Par West redevelopment and other costs — 5,042 — 5,042

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

Severance costs and other non-operating expense (2)

8,844 7,294 — 16,138

Par’s share of Laramie Energy’s unrealized gain on derivatives (2) — — (1,718) (1,718)

Depreciation and amortization 727 63,978 95 64,800

Interest expense and financing costs, net, excluding unrealized

interest rate derivative loss (gain)

— 39,379 (180) 39,199

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

Equity losses (income) from subsidiaries (37,995) — 37,995 —

Par's portion of interest, taxes, and depreciation expense from refining and logistics investments — — 3,068 3,068

Income tax expense (benefit) — 6,771 (2,735) 4,036

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

Adjusted EBITDA (1) $ (13,538) $ 176,909 $ 12,928 $ 176,299

________________________________________

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

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

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

(2) For the six months ended June 30, 2025 and 2024, we incurred $0.3 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively.

For the six months ended June 30, 2024, we incurred $2.3 million for an estimated legal settlement unrelated to current operating activities.

Liquidity and Capital Resources

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

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

Our liquidity position as of June 30, 2025, was $647.0 million, consisting of $169.2 million of cash and cash equivalents and $477.8 million of availability under the ABL Credit Facility.

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

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

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

Please read Note 15—Stockholders’ Equity to our condensed consolidated financial statements

included in this Quarterly Report on Form 10-Q for additional discussion on the share repurchase program.

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

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

Three Months Ended March 31,

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

The following table summarizes cash activities for the six months ended June 30, 2025 and 2024 (in thousands):

Six Months Ended June 30,

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

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

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

Cash flows for the three months ended March 31, 2025

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

Cash flows for the six months ended June 30, 2025

Net cash provided by operating activities for the six months ended June 30, 2025, was primarily driven by net cash provided by changes in operating assets and liabilities of approximately $64.7 million, non-cash charges to operations and non-operating items of approximately $38.4 million, and net income of $29.1 million.

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

• depreciation and amortization expenses of $36.6 million and

• stock based compensation expenses of $3.5 million,

• depreciation and amortization expenses of $71.3 million,

• an $8.6 million change in deferred tax assets driven by our net income during the period,

• stock based compensation expenses of $8.0 million, and

• dividends received from our refining and logistic investments of $5.8 million,

partially offset by:

• unrealized gain on derivatives contracts of $9.4 million,

• unrealized gain on derivatives contracts of $37.5 million, and

• equity earnings of $14.8 million from our refining and logistic investments.

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

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

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

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

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

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

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

• an increase in Accounts payable and Other accrued liabilities of $144.6 million primarily driven by an increase in environmental credit obligations of $69.2 million, a $51.2 million increase in derivative liabilities, and a $14 million increase in accrued taxes,

• a $46.6 million decrease in Inventories primarily related to the decline of environmental credit inventory, and

• a $11.4 million decrease in Accounts receivable primarily driven by timing of collections,

partially offset by:

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

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

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

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

Cash flows for the three months ended March 31, 2024

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

• an increase in deferred turnaround expenditures of $100.5 million driven by expenditures related to Montana refinery turnaround activities, and

• a $33.2 million decrease in Obligations under inventory financing agreements primarily due to decreases in the step-out liability driven by lower volumes.

Net cash used in investing activities for the six months ended June 30, 2025, consisted primarily of $89.1 million of additions to property, plant, and equipment driven by profit improvement and maintenance projects at our refineries, including our Hawaii renewable hydrotreater project, planned maintenance at our Montana refinery, and repair and replacement work related to our Wyoming operational incident, partially offset by $2.3 million of proceeds from the sale of assets.

Net cash used in financing activities was approximately $68.1 million for the six months ended June 30, 2025, and consisted primarily of repurchases of common stock of $80.8 million and net repayments of debt of $13.6 million driven by ABL Credit Facility activity, partially offset by net borrowings of $25.1 million driven by product financing agreement activity.

Cash flows for the six months ended June 30, 2024

Net cash provided by operating activities for the six months ended June 30, 2024, was driven primarily by net income of $14.9 million, non-cash charges to operations and non-operating items of approximately $153.2 million, and net cash used for changes in operating assets and liabilities of approximately $147.3 million.

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

• unrealized loss on derivatives contracts of $64.9 million,

• depreciation and amortization expenses of $32.7 million,

• stock based compensation costs of $16.4 million, and

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

partially offset by:

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

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

• depreciation and amortization expenses of $64.8 million, and

• stock based compensation costs of $19.5 million.

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

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

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

• a $114.0 million increase in accounts receivable primarily driven by timing of collections and sales volumes,

• a $101.3 million increase in inventories primarily related to an increase in refined product, and

• an increase in deferred turnaround expenditures of $42.2 million driven by a planned turnaround for our Montana refinery,

partially offset by:

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

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

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

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

• repurchases of common stock of $34.1 million,

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

• payments of $3.4 million of deferred loan costs,

• a $54.8 million decrease in prepaid and other expenses primarily related to advances to suppliers for crude purchases utilized in the first half of 2024, and a decrease in collateral for derivative instruments, and

• a net $52.0 million increase in our accounts payable, other accrued liabilities, and operating lease right-of-use assets and liabilities primarily driven by a $157.7 million increase in accounts payable partially offset by a $101.9 million decrease in environmental credit obligation liabilities.

Net cash used in investing activities for the six months ended June 30, 2024, consisted primarily of $59.5 million in additions to property, plant, and equipment driven by maintenance projects at our refineries and various profit improvement projects, partially offset by a $1.5 million cash distribution received from Laramie Energy in the second quarter of 2024.

Net cash used in financing activities was approximately $62.2 million for the six months ended June 30, 2024, and consisted primarily of the following activities:

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

• net borrowings of debt of $392.8 million primarily driven by ABL Credit Facility activity,

• repurchases of common stock of $103.5 million in the first half of 2024, and

• deferred loan costs payments of $8.2 million related to the closing of the Inventory Intermediation Agreement, and the upsizing of the ABL Credit Facility,

partially offset by:

• net repayment under the J.

Aron Discretionary Draw Facility of $2.4 million.

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

Cash Requirements.

There have been no material changes to the cash requirements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, outside the ordinary course of business except as follows:

Debt Refinancing.

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

Product Financing.

On June 27, 2025, we entered into a RINs financing agreement with Citi (the “Product Financing Agreement”) to finance RINs.

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

Critical Accounting Estimates

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

There have been no material changes to critical accounting estimates disclosed in our Annual Report on Form 10-K for the six months ended June 30, 2025.

Forward-Looking Statements

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our expectations regarding certain tax liabilities and debt obligations;

management’s assumptions about the impact of future events on our existing business, the anticipated synergies and other benefits of the recently acquired ExxonMobil Billings refinery and associated marketing and logistics assets (the “Acquisition”), including renewable growth opportunities;

the anticipated financial and operating results of the Acquisition, and the effect on the Company’s cash flows and profitability (including Adjusted EBITDA and Adjusted Net Income);

management’s assumptions about the impact of future events on our existing business;

the Company’s plans to invest in renewable fuels production in Hawaii through the Hawaii Renewables, LLC joint venture, as well as the commercial and other benefits anticipated from that joint venture;

our ability to raise additional debt or equity capital;

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis