PAR PACIFIC HOLDINGS, INC. 10-Q

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview We are a growing energy company based in Houston, Texas, that provides both renewable and conventional fuels to the western United States. For more information, please read Note 1—Overview to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. Recent Events Affecting Comparability of Periods 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 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 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. Average U.S. 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. The U.S. 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. On July 5, 2025, OPEC agreed to increase output by 548,000 barrels per day beginning in August 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 half of 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. 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. Please read Item 1A. — Risk Factors on our Annual Report on Form 10-K for the year ended December 31, 2024 for further information. 29 Results of Operations Three months ended June 30, 2025 compared to the three months ended June 30, 2024 Net Income. 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. 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 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 Net Income. 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. 30 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 June 30, 2025 2024 $ Change % Change Revenues $ 1,893,438 $ 2,017,468 $ (124,030) (6)% Cost of revenues (excluding depreciation) 1,593,479 1,770,197 (176,718) (10)% Operating expense (excluding depreciation) 148,680 144,080 4,600 3% Depreciation and amortization 34,712 32,144 2,568 8% General and administrative expense (excluding depreciation) 23,648 23,168 480 2% Equity earnings from refining and logistics investments (7,305) (3,744) (3,561) (95)% Acquisition and integration costs — (152) 152 100% Par West redevelopment and other costs 4,690 3,071 1,619 53% 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 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 — (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 31 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) 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 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 Cost of revenues (excluding depreciation) 1,601,975 41,166 103,096 (152,758) 1,593,479 Operating expense (excluding depreciation) 123,597 4,797 20,286 — 148,680 Depreciation and amortization 24,919 6,530 2,510 753 34,712 General and administrative expense (excluding depreciation) — — — 23,648 23,648 Equity earnings from refining and logistics investments (5,493) (1,812) — — (7,305) Acquisition and integration costs — — — — — 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 32 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 ________________________________________________________ (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) Total Revenues $ 3,512,638 $ 144,420 $ 283,117 $ (301,701) $ 3,638,474 Cost of revenues (excluding depreciation) 3,173,097 81,733 199,735 (301,726) 3,152,839 Operating expense (excluding depreciation) 242,217 9,162 41,455 — 292,834 Depreciation and amortization 51,316 13,349 5,172 1,461 71,298 General and administrative expense (excluding depreciation) — — — 47,891 47,891 Equity earnings from refining and logistics investments (10,782) (4,037) — — (14,819) Acquisition and integration costs — — — — — Par West redevelopment and other costs — — — 8,672 8,672 Loss (gain) on sale of assets, net 191 (1,417) 1 — (1,225) Operating income (loss) $ 56,599 $ 45,630 $ 36,754 $ (57,999) $ 80,984 Six months ended June 30, 2024 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total 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. 33 (2) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $301.7 million and $322.9 million for the six months ended June 30, 2025 and 2024, respectively. 34 Below is a summary of key operating statistics for the refining segment for the three and six months ended June 30, 2025 and 2024: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Total Refining Segment Feedstocks Throughput (Mbpd) 186.6 179.8 181.4 180.0 Refined product sales volume (Mbpd) 204.5 191.2 194.6 192.0 Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 13.65 $ 10.79 $ 10.24 $ 11.71 Production costs per bbl ($/throughput bbl) (2) 7.20 7.04 7.30 7.32 D&A per bbl ($/throughput bbl) 1.47 1.33 1.56 1.34 Hawaii Refinery Feedstocks Throughput (Mbpd) 88.1 81.0 83.8 80.2 Yield (% of total throughput) Gasoline and gasoline blendstocks 26.9 % 27.3 % 26.4 % 26.2 % Distillates 40.4 % 37.9 % 37.6 % 38.0 % Fuel oils 29.1 % 30.0 % 30.6 % 32.0 % Other products 1.0 % 1.4 % 2.4 % 0.1 % Total yield 97.4 % 96.6 % 97.0 % 96.3 % Refined product sales volume (Mbpd) 88.5 82.2 88.6 84.9 Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 10.18 $ 10.07 $ 9.57 $ 12.02 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 Montana Refinery Feedstocks Throughput (Mbpd) 44.2 37.7 48.0 45.1 Yield (% of total throughput) Gasoline and gasoline blendstocks 45.3 % 56.6 % 45.3 % 51.3 % Distillates 30.4 % 25.2 % 31.5 % 29.6 % Asphalt 13.9 % 6.9 % 12.5 % 8.7 % Other products 4.3 % 5.0 % 3.7 % 4.5 % Total yield 93.9 % 93.7 % 93.0 % 94.1 % Refined product sales volume (Mbpd) 55.6 48.2 51.5 49.9 Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 22.30 $ 16.89 $ 13.02 $ 15.20 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 35 Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Washington Refinery Feedstocks Throughput (Mbpd) 40.8 41.2 39.7 36.3 Yield (% of total throughput) Gasoline and gasoline blendstocks 23.1 % 24.7 % 23.7 % 24.2 % Distillates 35.2 % 34.4 % 35.5 % 34.0 % Asphalt 18.8 % 18.0 % 17.1 % 19.3 % Other products 19.5 % 20.0 % 20.1 % 19.1 % Total yield 96.6 % 97.1 % 96.4 % 96.6 % Refined product sales volume (Mbpd) 45.7 40.2 41.1 38.2 Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 11.47 $ 4.67 $ 6.94 $ 5.30 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 Wyoming Refinery Feedstocks Throughput (Mbpd) 13.5 19.9 9.9 18.4 Yield (% of total throughput) Gasoline and gasoline blendstocks 44.1 % 44.3 % 46.1 % 46.8 % Distillates 47.3 % 48.9 % 46.8 % 47.6 % Fuel oils 3.5 % 2.2 % 3.1 % 2.1 % Other products 3.1 % 3.1 % 2.4 % 2.1 % Total yield 98.0 % 98.5 % 98.4 % 98.6 % Refined product sales volume (Mbpd) 14.7 20.6 13.4 19.0 Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 18.57 $ 14.74 $ 19.01 $ 14.83 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 Market Indices (average $ per barrel) Hawaii Index (3) $ 8.57 $ 7.41 $ 8.35 $ 9.74 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) Singapore 3.1.2 Product Crack (3) $ 13.56 $ 12.49 $ 13.34 $ 15.58 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 36 Crude Oil Prices (average $ per barrel) (8) Brent $ 66.71 $ 85.03 $ 70.82 $ 83.39 WTI 63.68 80.66 67.53 78.78 ANS (-) Brent 3.67 2.72 2.93 1.70 Bakken Guernsey (-) WTI (1.00) (1.45) (1.40) (1.74) Bakken Williston (-) WTI (2.20) (3.16) (2.64) (2.73) WCS Hardisty (-) WTI (9.41) (12.52) (10.92) (14.76) MSW (-) WTI (1.67) (3.07) (3.42) (4.79) Syncrude (-) WTI 2.17 2.53 0.11 (0.35) Brent M1-M3 1.42 1.30 1.32 1.18 ________________________________________________________ (1) We calculate Adjusted Gross Margin per barrel by dividing Adjusted Gross Margin by total refining throughput. Adjusted Gross Margin for our Washington refinery is determined under the last-in, first-out (“LIFO”) inventory costing method. 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. There are a variety of ways to calculate production costs per barrel; different companies within the industry calculate it in different ways. We calculate production costs per barrel by dividing all direct production costs, which include the costs to run the refineries, including personnel costs, repair and maintenance costs, insurance, utilities, and other miscellaneous costs, by total refining throughput. Our production costs are included in Operating expense (excluding depreciation) on our condensed consolidated statements of operations, which also includes costs related to our bulk marketing operations and severance costs. (3) Beginning in 2025, we established the Hawaii Index as a new benchmark for our Hawaii operations. We believe the Hawaii Index, which incorporates market cracks and landed crude differentials, better reflects the key drivers impacting our Hawaii refinery’s financial performance compared to prior reported market indices. The Hawaii Index is calculated as the Singapore 3.1.2 Product Crack, or one part gasoline (RON 92) and two parts distillates (Sing Jet & Sing gasoil) as created from a barrel of Brent crude oil, less the Par Hawaii Refining, LLC (“PHR”) crude differential. (4) Beginning in 2025, we established the Montana Index as a new benchmark for our Montana refinery. We believe the Montana Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Montana refinery’s financial performance compared to prior reported market indices. Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Montana refinery’s refined product sales price compared to prior reported market indices. The Montana Index is calculated as the Montana 6.3.2.1 Product Crack less Montana crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense, taxes and tariffs, and product discounts. The Montana 6.3.2.1 Product Crack is calculated by taking three parts gasoline (Billings E10 and Spokane E10), two parts distillate (Billings ULSD and Spokane ULSD), and one part asphalt (Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. Asphalt pricing is lagged by one month. The Montana crude cost is calculated as 60% WCS differential to WTI, 20% MSW differential to WTI, and 20% Syncrude differential to WTI. The Montana crude cost is lagged by three months and includes an inflation-adjusted crude delivery cost. Other costs of sales and crude delivery costs are based on historical averages and management’s estimates. (5) Beginning in 2025, we established the Washington Index as a new benchmark for our Washington refinery. We believe the Washington Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Washington refinery’s financial performance compared to prior reported market indices. Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Washington refinery’s refined product sales price compared to prior reported market indices. The Washington Index is calculated as the Washington 3.1.1.1 Product Crack, less Washington crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense and state and local taxes. The Washington 3.1.1.1 Product Crack is calculated by taking one part gasoline (Tacoma E10), one part distillate (Tacoma ULSD) and one part secondary products (USGC VGO and Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 37 100% of the RVO cost for gasoline and ULSD. Asphalt pricing is lagged by one month. The Washington crude cost is calculated as 67% Bakken Williston differential to WTI and 33% WCS Hardisty differential to WTI. The Washington crude cost is lagged by one month and includes an inflation-adjusted crude delivery cost. Other costs of sales and crude delivery costs are based on historical averages and management’s estimates. (6) Beginning in 2025, we established the Wyoming Index as a new benchmark for our Wyoming refinery. We believe the Wyoming Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Wyoming refinery’s financial performance compared to prior reported market indices. Beginning in 2025, market cracks have also been updated to reflect local market product pricing, which better reflects our Wyoming refinery’s refined product sales price compared to prior reported market indices. The Wyoming Index is calculated as the Wyoming 2.1.1 Product Crack, less Wyoming crude costs, less other cost of sales, including inflation adjusted product delivery costs and yield loss expense, based on historical averages and management’s estimates. The Wyoming 2.1.1 Product Crack is calculated by taking one part gasoline (Rockies gasoline) and one part distillate (USGC ULSD and USGC Jet) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. The Wyoming crude cost is calculated as the Bakken Guernsey differential to WTI on a one-month lag. (7) Beginning in 2025, we established the Combined Index as a new benchmark for our refining segment. The Combined Index provides a wholistic view of key drivers impacting our refining segment’s financial performance and is calculated as the throughput-weighted average of each regional index for periods under our ownership. (8) Beginning in 2025, crude oil prices have been updated and expanded to reflect regional differentials to Brent and WTI, which better reflect our refineries’ feedstock costs compared to prior crude oil pricing. Below is a summary of key operating statistics for the retail segment for the three 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 Retail sales volumes (thousands of gallons) 30,848 30,523 60,279 59,953 Non-GAAP Performance Measures Management uses certain financial measures and forecasts to evaluate our operating performance and allocate resources that are considered non-GAAP financial measures. These measures should not be considered in isolation or as substitutes or alternatives to their most directly comparable GAAP financial measures or any other measure of financial performance or liquidity presented in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures used by other companies since each company may define these terms differently. We believe Adjusted Gross Margin (as defined below) provides useful information to investors because it eliminates the gross impact of volatile commodity prices and adjusts for certain non-cash items and timing differences created by our inventory financing agreements and lower of cost and net realizable value adjustments to demonstrate the earnings potential of the business before other fixed and variable costs, which are reported separately in Operating expense (excluding depreciation) and Depreciation and amortization. Operating expense includes certain shared costs such as finance, accounting, tax, human resources, information technology, and legal costs that are not directly attributable to specific operating segments. Remaining expenses are included in the reconciliation of reportable segment Adjusted EBITDA to consolidated pre-tax income (loss) as unallocated corporate general and administrative expenses. Management uses Adjusted Gross Margin per barrel to evaluate operating performance and compare profitability to other companies in the industry and to industry benchmarks. We believe Adjusted Net Income (Loss) and Adjusted EBITDA (as defined below) are useful supplemental financial measures that allow management and investors to assess the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis, the ability of our assets to generate cash to pay interest on our indebtedness, and our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure. Beginning with financial results reported for the first quarter of 2024, Adjusted Net Income (loss) also excludes other non-operating income and expenses. This modification improves comparability between periods by excluding income and expenses resulting from non-operating activities. 38 Effective as of the fourth quarter of 2024, we have modified our definition of Adjusted Gross Margin, Adjusted Net Income (Loss) and Adjusted EBITDA to align the accounting treatment for deferred turnaround costs from our refining and logistics investments with our accounting policy. Under this approach, we exclude our share of their turnaround expenses, which are recorded as period costs in their financial statements, and instead defer and amortize these costs on a straight-line basis over the period estimated until the next planned turnaround. This modification enhances consistency and comparability across reporting periods. Adjusted Gross Margin Adjusted Gross Margin is defined as Operating income (loss) excluding: • operating expense (excluding depreciation); • depreciation and amortization (“D&A”); • Par’s portion of interest, taxes, and D&A expense from refining and logistics investments; • impairment expense; • loss (gain) on sale of assets, net; • Par's portion of accounting policy differences from refining and logistics investments; • inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory); • Environmental obligation mark-to-market adjustment (which represents the mark-to-market losses (gains) associated with our net RINs liability and our net obligation associated with the Washington Climate Commitment Act and Clean Fuel Standard); and • unrealized loss (gain) on derivatives. 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 June 30, 2025 Refining Logistics Retail Operating income $ 81,320 $ 23,741 $ 20,793 Operating expense (excluding depreciation) 123,597 4,797 20,286 Depreciation and amortization 24,919 6,530 2,510 Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,204 751 — Inventory valuation adjustment 28,530 — — Environmental obligation mark-to-market adjustments 1,360 — — Unrealized gain on derivatives (28,815) — — Par's portion of accounting policy differences from refining and logistics investments (526) — — Loss (gain) on sale of assets, net 191 (1,417) — Adjusted Gross Margin (1) $ 231,780 $ 34,402 $ 43,589 39 Three months ended June 30, 2024 Refining Logistics Retail Operating income $ 41,206 $ 18,041 $ 16,053 Operating expense (excluding depreciation) 116,509 4,701 22,870 Depreciation and amortization 21,691 7,193 2,675 Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 661 761 — Inventory valuation adjustment (21,101) — — Environmental obligation mark-to-market adjustments (3,504) — — 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 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 Adjusted Net Income (Loss) is defined as Net income (loss) excluding: • inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory); 40 • Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our RINs and Washington CCA and Clean Fuel Standard); • unrealized (gain) loss on derivatives; • acquisition and integration costs; • redevelopment and other costs related to Par West; • debt extinguishment and commitment costs; • increase in (release of) tax valuation allowance and other deferred tax items; • changes in the value of contingent consideration and common stock warrants; • severance costs and other non-operating expense (income); • (gain) loss on sale of assets; • impairment expense; • impairment expense associated with our investment in Laramie Energy; • Par’s share of equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions; and • Par’s portion of accounting policy differences from refining and logistics investments. Adjusted EBITDA is defined as Adjusted Net Income (Loss) excluding: • D&A; • interest expense and financing costs, net, excluding interest rate derivative loss (gain); • cash distributions from Laramie Energy, LLC to Par; • Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and • income tax expense (benefit) excluding the increase in (release of) tax valuation allowance. The following table presents a reconciliation of Adjusted Net Income and Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income, on a historical basis for the periods indicated (in thousands): Three Months Ended 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) Environmental obligation mark-to-market adjustments 1,360 (3,504) 6,314 (13,767) Unrealized loss (gain) on derivatives (28,166) 21,104 (37,523) 64,952 Par West redevelopment and other costs 4,690 3,071 8,672 5,042 Acquisition and integration costs — (152) — 91 Debt extinguishment and commitment costs — 1,418 25 1,418 Changes in valuation allowance and other deferred tax items (1) 15,473 6,162 8,579 3,531 Severance costs and other non-operating expense (2) 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 (1,856) 2,845 (2,582) (1,718) Par's portion of accounting policy differences from refining and logistics investments (526) — (1,471) — Adjusted Net Income (3) (4) 78,291 28,544 27,970 70,212 Depreciation and amortization 34,712 32,144 71,298 64,800 Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 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 Income tax expense 1,414 505 1,414 505 Adjusted EBITDA (3) $ 137,829 $ 81,601 $ 147,975 $ 176,299 ________________________________________ (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 41 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 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 Adjusted EBITDA by segment is defined as Operating income (loss) excluding: • D&A; • inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory); • Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington CCA and Clean Fuel Standard); • unrealized (gain) loss on derivatives; • acquisition and integration costs; • redevelopment and other costs related to Par West; • severance costs and other non-operating expense (income); • (gain) loss on sale of assets; • impairment expense; • Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and • Par's portion of accounting policy differences from refining and logistics investments. Adjusted EBITDA by segment also includes Gain on curtailment of pension obligation and Other income (loss), net, which are presented below Operating income (loss) on our condensed consolidated statement of operations. The following table presents a reconciliation of Adjusted EBITDA by segment to the most directly comparable GAAP financial measure, Operating income (loss), on a historical basis, for our operating segments for the periods indicated (in thousands): 42 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) Depreciation and amortization 24,919 6,530 2,510 753 Inventory valuation adjustment 28,530 — — — Environmental obligation mark-to-market adjustments 1,360 — — — 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 (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 — — Other loss, net — — — (163) Adjusted EBITDA (1) $ 108,384 $ 29,798 $ 23,347 $ (23,700) 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) Depreciation and amortization 21,691 7,193 2,675 585 Inventory valuation adjustment (21,101) — — — Environmental obligation mark-to-market adjustments (3,504) — — — Unrealized loss on commodity derivatives 21,141 — — — Acquisition and integration costs — — — (152) Par West redevelopment and other costs — — — 3,071 Loss on sale of assets, net — 63 — — Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments 661 761 — Other loss, net — — — (124) Adjusted EBITDA (1) (2) $ 60,094 $ 26,058 $ 18,728 $ (23,279) 43 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 — — — 5,042 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 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. 44 Factors Impacting Segment Results Operating Income Three months ended June 30, 2025 compared to the three months ended June 30, 2024 Refining. 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. 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. Logistics. 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. Retail. 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 Refining. 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. Logistics. 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. Retail. 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 45 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 June 30, 2025 compared to the three months ended June 30, 2024 Refining. 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. Logistics. 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. Retail. 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 Refining. 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%. 46 • 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%. Logistics. 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. Retail. 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 June 30, 2025 compared to the three months ended June 30, 2024 Revenues. 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 increased 26% compared to the second quarter of 2024. Please read our key operating statistics for further information. 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 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 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 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 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 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 47 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 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 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 Revenues. 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 48 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 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 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 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. 49 Consolidating Condensed Financial Information On February 28, 2023, Par Petroleum, LLC (“Par Borrower”) entered into the Term Loan Credit Agreement (the “Term Loan Credit Agreement”) due 2030 with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Term Loan Credit Agreement was co-issued by Par Petroleum Finance Corp. (together with the Par Borrower, the “Term Loan Borrowers”), which has no independent assets or operations. The Term Loan Credit Agreement is guaranteed on a senior unsecured basis only as to payment of principal and interest by Par Pacific Holdings, Inc. (the “Parent”) and is guaranteed on a senior secured basis by all of the subsidiaries of Par Borrower. The Term Loan Credit Agreement proceeds were used to refinance our existing Term Loan B Facility and repurchase our outstanding 7.75% Senior Secured Notes and 12.875% Senior Secured Notes, all three of which had similar guarantees that were replaced by those on the Term Loan Credit Agreement. The following supplemental condensed consolidating financial information reflects (i) the Parent’s separate accounts, (ii) Par Borrower and its consolidated subsidiaries’ accounts (which are all guarantors of the Term Loan Credit Agreement), (iii) the accounts of subsidiaries of the Parent that are not guarantors of the Term Loan Credit Agreement and consolidating adjustments and eliminations, and (iv) the Parent’s consolidated accounts for the dates and periods indicated. 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). 50 As of June 30, 2025 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries ASSETS Current assets Cash and cash equivalents $ 14,915 $ 154,280 $ — $ 169,195 Restricted cash 349 — — 349 Trade accounts receivable — 386,546 — 386,546 Inventories — 1,041,479 — 1,041,479 Prepaid and other current assets 6,455 116,060 — 122,515 Due from related parties 532,370 — (532,370) — Total current assets 554,089 1,698,365 (532,370) 1,720,084 Property, plant, and equipment Property, plant, and equipment 25,555 1,769,963 3,956 1,799,474 Less accumulated depreciation and amortization (18,245) (601,900) (3,593) (623,738) Property, plant, and equipment, net 7,310 1,168,063 363 1,175,736 Long-term assets Operating lease right-of-use (“ROU”) assets 6,987 428,240 — 435,227 Refining and logistics equity investments — — 95,290 95,290 Investment in Laramie Energy, LLC — — 15,080 15,080 Investment in subsidiaries 813,039 — (813,039) — Intangible assets, net — 9,030 — 9,030 Goodwill — 126,678 2,597 129,275 Other long-term assets 726 200,509 114,585 315,820 Total assets $ 1,382,151 $ 3,630,885 $ (1,117,494) $ 3,895,542 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ — $ 4,730 $ — $ 4,730 Obligations under inventory financing agreements — 186,116 — 186,116 Accounts payable 5,320 433,395 — 438,715 Accrued taxes (25) 49,656 — 49,631 Operating lease liabilities 528 92,737 — 93,265 Other accrued liabilities 1,361 433,535 298 435,194 Due to related parties 215,654 307,604 (523,258) — Total current liabilities 222,838 1,507,773 (522,960) 1,207,651 Long-term liabilities Long-term debt, net of current maturities — 1,107,743 — 1,107,743 Finance lease liabilities 398 14,517 (3,992) 10,923 Operating lease liabilities 10,500 349,470 — 359,970 Other liabilities — 133,632 (72,792) 60,840 Total liabilities 233,736 3,113,135 (599,744) 2,747,127 Commitments and contingencies Stockholders’ equity Common stock 507 — — 507 Additional paid-in capital 892,152 (63,733) 63,733 892,152 Accumulated earnings (deficit) 245,553 573,384 (573,384) 245,553 Accumulated other comprehensive income (loss) 10,203 8,099 (8,099) 10,203 Total stockholders’ equity 1,148,415 517,750 (517,750) 1,148,415 Total liabilities and stockholders’ equity $ 1,382,151 $ 3,630,885 $ (1,117,494) $ 3,895,542 51 As of December 31, 2024 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries ASSETS Current assets Cash and cash equivalents $ 7,095 $ 184,826 $ — $ 191,921 Restricted cash 346 — — 346 Trade accounts receivable — 398,131 — 398,131 Inventories — 1,089,318 — 1,089,318 Prepaid and other current assets 12,355 80,172 — 92,527 Due from related parties 368,222 — (368,222) — Total current assets 388,018 1,752,447 (368,222) 1,772,243 Property, plant, and equipment Property, plant, and equipment 24,536 1,702,474 3,956 1,730,966 Less accumulated depreciation and amortization (17,240) (553,918) (3,499) (574,657) Property, plant, and equipment, net 7,296 1,148,556 457 1,156,309 Long-term assets Operating lease right-of-use (“ROU”) assets 7,369 420,751 — 428,120 Refining and logistics equity investments — — 86,311 86,311 Investment in Laramie Energy, LLC — — 12,498 12,498 Investment in subsidiaries 993,901 — (993,901) — Intangible assets, net — 9,520 — 9,520 Goodwill — 126,678 2,597 129,275 Other long-term assets 726 111,206 123,163 235,095 Total assets $ 1,397,310 $ 3,569,158 $ (1,137,097) $ 3,829,371 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ — $ 4,885 $ — $ 4,885 Obligations under inventory financing agreements — 194,198 — 194,198 Accounts payable 4,257 432,538 — 436,795 Accrued taxes — 36,027 — 36,027 Operating lease liabilities 4 80,170 — 80,174 Other accrued liabilities 1,796 342,062 330 344,188 Due to related parties 189,232 156,619 (345,851) — Total current liabilities 195,289 1,246,499 (345,521) 1,096,267 Long-term liabilities Long-term debt, net of current maturities — 1,108,082 — 1,108,082 Finance lease liabilities 464 15,313 (4,087) 11,690 Operating lease liabilities 10,255 351,837 — 362,092 Other liabilities — 131,813 (71,875) 59,938 Total liabilities 206,008 2,853,544 (421,483) 2,638,069 Commitments and contingencies Stockholders’ equity Preferred stock — — — — Common stock 552 — — 552 Additional paid-in capital 884,548 161,642 (161,642) 884,548 Accumulated earnings (deficit) 295,846 545,720 (545,720) 295,846 Accumulated other comprehensive income (loss) 10,356 8,252 (8,252) 10,356 Total stockholders’ equity 1,191,302 715,614 (715,614) 1,191,302 Total liabilities and stockholders’ equity $ 1,397,310 $ 3,569,158 $ (1,137,097) $ 3,829,371 52 Three Months Ended June 30, 2025 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Revenues $ — $ 1,893,435 $ 3 $ 1,893,438 Operating expenses Cost of revenues (excluding depreciation) — 1,593,479 — 1,593,479 Operating expense (excluding depreciation) — 148,680 — 148,680 Depreciation and amortization 518 34,148 46 34,712 General and administrative expense (excluding depreciation) 7,232 16,416 — 23,648 Equity earnings from refining and logistics investments — — (7,305) (7,305) Acquisition and integration costs (2) — — — — Par West redevelopment and other costs — 4,690 — 4,690 Loss (gain) on sale of assets, net — (1,226) — (1,226) Total operating expenses 7,750 1,796,187 (7,259) 1,796,678 Operating income (loss) (7,750) 97,248 7,262 96,760 Other income (expense) Interest expense and financing costs, net (19) (22,173) 86 (22,106) Debt extinguishment and commitment costs — — — — Other income (expense), net (9) (154) — (163) Equity earnings (losses) from subsidiaries 67,238 — (67,238) — Equity earnings (losses) from Laramie Energy, LLC — — 1,856 1,856 Total other income (expense), net 67,210 (22,327) (65,296) (20,413) Income (loss) before income taxes 59,460 74,921 (58,034) 76,347 Income tax benefit (expense) (1) — (16,478) (409) (16,887) Net income (loss) $ 59,460 $ 58,443 $ (58,443) $ 59,460 Adjusted EBITDA $ (7,212) $ 136,304 $ 8,737 $ 137,829 53 Three Months Ended June 30, 2024 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Revenues $ — $ 2,017,460 $ 8 $ 2,017,468 Operating expenses Cost of revenues (excluding depreciation) — 1,770,197 — 1,770,197 Operating expense (excluding depreciation) — 144,080 — 144,080 Depreciation and amortization 378 31,718 48 32,144 General and administrative expense (excluding depreciation) 4,580 18,587 1 23,168 Equity earnings from refining and logistics investments — — (3,744) (3,744) Acquisition and integration costs (2) — (152) — (152) Par West redevelopment and other costs — 3,071 — 3,071 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) Interest expense and financing costs, net (30) (20,494) 90 (20,434) Debt extinguishment and commitment costs — (1,418) — (1,418) Other income (expense), net (9) (114) (1) (124) Equity earnings (losses) from subsidiaries 23,635 — (23,635) — Equity earnings (losses) from Laramie Energy, LLC — — (1,360) (1,360) Total other income (expense), net 23,596 (22,026) (24,906) (23,336) Income (loss) before income taxes 18,638 27,870 (21,203) 25,305 Income tax benefit (expense) (1) — (6,960) 293 (6,667) Net income (loss) $ 18,638 $ 20,910 $ (20,910) $ 18,638 Adjusted EBITDA $ (4,051) $ 80,480 $ 5,172 $ 81,601 54 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 55 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. 56 Non-GAAP Financial Measures Adjusted EBITDA for the supplemental consolidating condensed financial information, which is segregated at the “Parent Guarantor,” “Par Borrower and Subsidiaries,” and “Non-Guarantor Subsidiaries and Eliminations” levels, is calculated in the same manner as for the Par Pacific Holdings, Inc. Adjusted EBITDA calculations. See “Results of Operations — Non-GAAP Performance Measures — Adjusted Net Income (Loss) and Adjusted EBITDA” above. The following tables present a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income, on a historical basis for the periods indicated (in thousands): Three Months Ended June 30, 2025 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Net income (loss) $ 59,460 $ 58,443 $ (58,443) $ 59,460 Inventory valuation adjustment — 28,530 — 28,530 Environmental obligation mark-to-market adjustments — 1,360 — 1,360 Unrealized loss (gain) on derivatives — (28,166) — (28,166) Par West redevelopment and other costs — 4,690 — 4,690 Debt extinguishment and commitment costs — — — — Severance costs and other non-operating expense 29 523 — 552 Loss (gain) on sale of assets, net — (1,226) — (1,226) Equity earnings from Laramie Energy, LLC, excluding cash distributions — — (1,856) (1,856) Par's portion of accounting policy differences from refining and logistics investments — — (526) (526) Depreciation and amortization 518 34,148 46 34,712 Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 19 21,524 (86) 21,457 Equity losses (income) from subsidiaries (67,238) — 67,238 — Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments — — 1,955 1,955 Income tax expense — 16,478 409 16,887 Adjusted EBITDA (1) $ (7,212) $ 136,304 $ 8,737 $ 137,829 57 Three Months Ended June 30, 2024 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Net income (loss) $ 18,638 $ 20,910 $ (20,910) $ 18,638 Inventory valuation adjustment — (21,101) — (21,101) Environmental obligation mark-to-market adjustments — (3,504) — (3,504) Unrealized loss on derivatives — 21,104 — 21,104 Acquisition and integration costs — (152) — (152) 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 (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 Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 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 58 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 EBITDA. (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 Our liquidity and capital requirements are primarily a function of our debt maturities and debt service requirements and contractual obligations, capital expenditures, turnaround outlays, and working capital needs. Examples of working capital needs include purchases and sales of commodities and associated margin and collateral requirements, facility maintenance costs, and other costs such as payroll. 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 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. We believe our cash flows from operations and available capital resources will be sufficient to meet our current capital and turnaround expenditures, working capital, and debt service requirements for the next 12 months. We may seek to raise additional debt or equity capital to fund acquisitions and any other significant changes to our business or to refinance existing debt. We cannot offer any assurances that such capital will be available in sufficient amounts or at an acceptable cost. We may from time to time seek to retire or repurchase our common stock through cash purchases, in open market purchases, privately negotiated transactions, or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material. On February 21, 2025, the Board authorized and approved a share repurchase program authorizing the repurchase of up to $250 million of common stock, with no specified end date. This repurchase program terminated and replaced the prior share repurchase authorization. Please read Note 15—Stockholders’ Equity to our condensed consolidated financial statements 59 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). Cash Flows The following table summarizes cash activities for the six months ended June 30, 2025 and 2024 (in thousands): Six Months Ended June 30, 2025 2024 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 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 $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 $37.5 million, and • equity earnings of $14.8 million from our refining and logistic investments. Net cash provided by changes in operating assets and liabilities resulted primarily from: • 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: • 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. 60 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 $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: • 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: • 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: • 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: 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 six months ended June 30, 2025. 61 Forward-Looking Statements Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (“PSLRA”), or in releases made by the SEC, all of which may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors including, without limitation, the Russia-Ukraine war, Israel-Palestine conflict, Houthi attacks in the Red Sea, Iranian activities in the Strait of Hormuz and certain developments in the global crude oil markets, on our business, our customers, and the markets where we operate; the impact of tariffs and potential disruptions in international trade on our business; our beliefs regarding available capital resources; our beliefs regarding the likely results or impact of certain disputes or contingencies and any potential fines or penalties; our beliefs regarding the fair value of certain assets, and our expectations with respect to laws and regulations, including environmental regulations and related compliance costs and any fines or penalties related thereto; our expectations regarding the sufficiency of our cash flows and liquidity; our expectations regarding anticipated capital expenditures, including the timing and cost of compliance with consent decrees and other enforcement actions; our expectations regarding the impact of the adoption of certain accounting standards; our estimates regarding the fair value of certain indebtedness; estimated costs to settle claims from the Delta bankruptcy; the estimated value of, and our ability to settle, legal claims remaining to be settled against third parties; our expectations regarding the synergies or other benefits of our acquisitions; our expectations regarding certain tax liabilities and debt obligations; 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; our ability to make strategic investments in business opportunities; and the estimates, assumptions, and projections regarding future financial condition, results of operations, liquidity, and cash flows. These and other forward-looking statements could cause the actual results, performance, or achievements of Par and its subsidiaries to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act, and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. The forward-looking statements contained in this Quarterly Report on Form 10-Q are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control, including those set out in our most recent Annual Report on Form 10-K and this Quarterly Report on Form 10-Q under “Risk Factors.” In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this Quarterly Report on Form 10-Q are not guarantees of future performance; and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described above and under Critical Accounting Estimates and Risk Factors included in our most recent Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q. All forward-looking statements speak only as of the date they are made. There can be no guarantee that the operational and financial measures the Company has taken, and may take in the future, will be fully effective. We do not intend to update or revise any forward-looking statements as a result of new information, future events, or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.