What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-25 compared with 2025-02-28 · 421 added, 321 removed, 814 unchanged (48% of the section changed)

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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 year ended December 31, 2025, and December 31, 2024.

Small Refinery Exemption.

In August 2025, the U.S.

Environmental Protection Agency (“EPA”) granted our mainland refineries a combination of full (100%) and partial (50%) small refinery exemptions (“SREs”) from the Renewable Fuel Standard (the “RFS”) program for the 2019 through 2024 compliance years.

As a result of our historical compliance with the RFS program, we received previously retired Renewable Identification Numbers (“RINs”) related to the 2019 through 2023 compliance years from the EPA and relieved a portion of our 2024 RVO, recording a corresponding gain of $199.5 million in Net Income on our consolidated statements of operations for the year ended December 31, 2025.

This also resulted in gains of $195.9 million in Adjusted Net Income (Loss) attributable to Par Pacific stockholders and $202.6 million in Adjusted EBITDA for the year ended December 31, 2025.

As of December 31, 2025, the EPA has not made a determination with respect to small refinery exemptions for the 2025 compliance year.

Accordingly, our recorded RFS obligation for the year ended December 31, 2025, reflects 100% of the RFS obligation for the period with no assumption of SRE relief.

Renewable Fuels Facility Joint Venture.

On July 21, 2025, we and Hawaii Renewables, LLC (“Hawaii Renewables”), 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, to establish Hawaii Renewables as a joint venture.

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

On October 21, 2025, we completed the transaction to form the Hawaii Renewables joint venture.

Following the closing of the transaction, we held a 63.5% ownership interest in Hawaii Renewables and Alohi held the remaining 36.5% ownership interest.

We will operate and manage the day-to-day operations at the Renewable Fuels Facility on behalf of Hawaii Renewables and provide certain services, such as construction management services, operating and corporate services, and terminalling services, to Hawaii Renewables.

In addition, at the closing of the transaction, we contributed certain assets to Hawaii Renewables and Alohi contributed $100.0 million in cash in exchange for a minority interest.

In connection with the transaction, Hawaii Renewables distributed $83.0 million to Par and approximately $17.0 million of Alohi’s contribution was retained by Hawaii Renewables to fund remaining construction and initial working capital.

The Renewable Fuels Facility is expected to commence operations in the first half of 2026.

Energy prices are, among other factors, indicators of inflation, and the U.S.

Federal Reserve (the “Fed”) has taken significant steps to curb inflation.

After aggressively raising interest rates in 2022 and early 2023 to bring down inflation, the Fed cut interest rates in 2024 in response to positive indicators of economic growth, including easing labor market conditions and lower inflation.

After aggressively raising interest rates in early 2023 to bring down inflation, the Fed cut interest rates in 2024 and 2025 in response to positive indicators of economic growth, including easing labor market conditions and lower inflation.

Interest rates decreased to a range of 3.50% to 3.75% in December 2025 from 4.25% to 4.50% in December 2024.

Crude oil pricing decreased in 2024 compared to 2023.

Brent crude oil pricing averaged $79.86 per barrel in 2024 compared to $82.17 per barrel in 2023.

Crude oil prices decreased in 2025 compared to 2024.

Brent crude oil prices averaged $68.19 per barrel in 2025 compared to $79.86 per barrel in 2024.

retail price for regular-grade gasoline averaged $3.10 per gallon in 2025 compared to $3.30 per gallon in 2024.

This decline was due, in part, to lower crude oil prices in 2024 compared to 2023, as noted above, as well as lower global demand primarily driven by decreased demand in China.

The International Energy Agency (“IEA”) revised its forecast in its February 2025 Oil Market Report, which projected higher global oil demand in 2025 citing China, India, and other emerging Asian economies as the primary sources of growth.

This decline was due, in part, to lower crude oil prices in 2025 compared to 2024, as

The decrease in crude prices in 2025 was primarily due to increased global oil inventories driven by increased production by the Organization of the Petroleum Exporting Countries (“OPEC”) in the second half of 2025.

The overall energy index increased to 7.7% year over year as of December 2025.

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Given the nature of our operations, including sourcing crude oil and feedstocks, geopolitical conflicts may affect our business and results of operations.

The Russia-Ukraine war, the Israel-Palestine conflict, Houthi attacks in the Red Sea, and Iranian activities in the Strait of Hormuz have all continued to disrupt global trade patterns, increase crude oil price volatility, and increase freight costs and delivery times.

The overall effect of these conflicts and actions taken to limit the purchase of Russian petroleum products in response to the Russia-Ukraine war have raised the operating costs of many European and other refineries.

The Russia-Ukraine war, the Israel-Palestine conflict, the political activity in Venezuela, Houthi-related disruptions in the Red Sea, and tensions involving Iran and the Strait of Hormuz have all continued to disrupt global trade patterns, increase crude oil price volatility, and, at times, increase freight costs and delivery times.

Sanctions, price caps, and related restrictions on Russian crude oil and petroleum products, as well as evolving U.S.

sanctions and licensing regimes affecting Venezuela’s petroleum sector, have further reshaped crude and refined product trade patterns, which may indirectly affect our business through changes in the availability and pricing of crude oil and feedstocks, and increased volatility in refining margins.

Further escalation, renewed maritime disruptions, or additional sanctions could adversely affect our supply economics, operating costs, and results of operations.

Effective August 1, 2025, the U.S.

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

In October 2025, the U.S.

government announced a series of new and expanded tariffs on imports from China and other countries, including a 100% tariff on certain categories of goods and increased duties.

On November 1, 2025, the U.S.

government announced a deal with China that retained heightened reciprocal tariffs and suspended (retaining a 10% baseline) and reduced certain China-specific tariffs, effective November 10, 2025.

Separately, previously announced tariffs on imports from other countries went into effect on November 1, 2025.

In January 2026, the U.S.

government announced that an additional 25% tariff would be imposed on countries purchasing Iranian oil.

On February 20, 2026, the U.S Supreme Court ruled that the International Emergency Powers Act (“IEEPA”) does not authorize presidential tariff actions and invalidated prior IEEPA-based global duties.

In response, the U.S.

government imposed a temporary 10% global tariff under Section 122 of the Trade Act of 1974 that was increased to 15% prior to becoming effective on February 24, 2026.

Those policies, along with retaliatory actions by some trading partners, increased US-China trade tensions, and ongoing negotiations around trade policy, have led to increased volatility, upward pressure on prices of a wide range of goods, and unpredictability for global trade.

We continue to actively monitor the impact of these and other global situations on our people, operations, financial condition, liquidity, suppliers, customers, and industry, and are actively responding to the impacts that these matters have on our business.

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Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Net Income (Loss).

Our financial results for the year ended December 31, 2024, declined from a Net income of $728.6 million for the year ended December 31, 2023, to a Net loss of $33.3 million for the year ended December 31, 2024.

administrative expenses, partially offset by a $19.7 million increase in logistics segment Operating income, a $17.5 million decrease in Debt extinguishment and commitment costs, and a $17.4 million decrease in Acquisition and integration costs related to our Billings Acquisition.

Net Income (Loss) Attributable to Par Pacific Stockholders.

Our financial results for the year ended December 31, 2025, improved from net loss attributable to Par Pacific stockholders of $33.3 million for the year ended December 31, 2024, to net income attributable to Par Pacific stockholders of $369.4 million for the year ended December 31, 2025.

The increase was driven by a $469.6 million increase in refining segment operating income, a $23.6 million increase in equity earnings from Laramie Energy, LLC, a $10.3 million decrease in general and administrative expenses, and a $9.9 million increase in retail segment operating income, partially offset by a $116.5 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.

Adjusted EBITDA and Adjusted Net Income Attributable to Par Pacific Stockholders.

For the year ended December 31, 2025, Adjusted EBITDA was $633.5 million compared to $238.7 million for the year ended December 31, 2024.

The decrease was primarily related to a $376.7 million decrease in our refining segment Adjusted Gross Margin and a $98.7 million increase in operating expenses, partially offset by increases of $14.6 million and $9.4 million in our logistics and retail segment Adjusted Gross Margins, respectively.

The $394.8 million improvement was primarily related to a $382.3 million increase in our refining segment Adjusted Gross Margin and an $11.8 million increase in our logistics segment Adjusted Gross Margin.

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

For the year ended December 31, 2024, Adjusted Net Income was $21.2 million compared to $501.2 million for the year ended December 31, 2023.

The decline was primarily related to the same factors described above for the decrease in Adjusted EBITDA, as well as a $12.0 million increase in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains), an $11.8 million increase in Depreciation and amortization, and a $9.2 million decrease in cash distributions received from Laramie Energy, LLC, partially offset by a decrease in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items of $13.3 million.

For the year ended December 31, 2025, Adjusted Net Income attributable to Par Pacific stockholders was $390.1 million compared to $21.2 million for the year ended December 31, 2024.

The $368.9 million improvement was primarily related to the same factors described above for the increase in Adjusted EBITDA, partially offset by a $12.7 million increase in

income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items, and a $12.7 million increase in D&A.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Our financial results for the year ended December 31, 2023, improved from a Net income of $364.2 million for the year ended December 31, 2022, to $728.6 million for the year ended December 31, 2023.

The increase was driven by a $274.3 million increase in refining segment Operating income, an increase of $116.0 million in Income tax benefit, and a $15.7 million increase in logistics segment Operating income, partially offset by a $29.0 million increase in general and administrative expenses, a $13.8 million increase in Acquisition and integration costs related to our Billings Acquisition, and a $2.4 million increase in expenses related to Par West redevelopment.

Net Income (Loss) Attributable to Par Pacific Stockholders.

Our financial results for the year ended December 31, 2024, declined from net income attributable to Par Pacific stockholders of $728.6 million for the year ended December 31, 2023, to net loss attributable to Par Pacific stockholders of $33.3 million for the year ended December 31, 2024.

The decrease was driven by a $658.8 million decrease in refining segment Operating income, a $109.6 million decrease in Income tax benefit, a $25.3 million decrease in Equity earnings from Laramie Energy, LLC, and a $17.4 million increase in general and administrative expenses, partially offset by a $19.7 million increase in logistics segment Operating income, a $17.5 million decrease in Debt extinguishment and commitment costs, and a $17.4 million decrease in Acquisition and integration costs related to our Billings Acquisition.

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

Adjusted EBITDA and Adjusted Net Income.

Adjusted EBITDA and Adjusted Net Income Attributable to Par Pacific Stockholders.

For the year ended December 31, 2024, Adjusted EBITDA was $238.7 million compared to $696.2 million for the year ended December 31, 2023.

The improvement was primarily related to an increase of $54.7 million in our refining segment, an increase of $22.3 million in our logistics segment, and an increase of $8.0 million in our retail segment, partially offset by a decrease of $32.3 million in our corporate segment.

Please read the discussion of segment results below for additional information.

For the year ended December 31, 2023, Adjusted Net Income was $501.2 million compared to an Adjusted Net Income of $474.7 million for the year ended December 31, 2022.

The improvement was primarily related to the same factors described above for the increase in Adjusted EBITDA, partially offset by a $20.0 million increase in Depreciation and amortization.

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

For the year ended December 31, 2024, Adjusted Net Income attributable to Par Pacific stockholders was $21.2 million compared to $501.2 million for the year ended December 31, 2023.

The following table summarizes our consolidated results of operations for the years ended December 31, 2025, 2024, and 2023 (in thousands).

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Par West redevelopment and other costs 14,793 12,548 11,397

Loss (gain) on sale of assets, net 222 (59) (169)

Other operating loss (gain), net (7,220) 222 (59)

Total operating expenses 6,925,892 7,926,829 7,551,949

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Debt extinguishment and commitment costs (1,147) (1,688) (19,182)

Other income (expense), net (1,869) (53) 613

Other expense, net (665) (1,869) (53)

Equity earnings (losses) from Laramie Energy, LLC 23,308 (296) 24,985

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Net income (loss) 367,088 (33,322) 728,642

Net loss attributable to noncontrolling interest (2,303) — —

Net income (loss) attributable to Par Pacific stockholders $ 369,391 $ (33,322) $ 728,642

The following tables summarize our Operating income (loss) by segment for the years ended December 31, 2025, 2024, and 2023 (in thousands).

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Par West redevelopment and other costs — — — 14,793 14,793

Loss (gain) on sale of assets, net 8 124 (10) 100 222

Other operating loss (gain), net (6,165) (1,419) 355 9 (7,220)

Operating income (loss) $ 487,032 $ 97,558 $ 74,706 $ (120,538) $ 538,758

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Equity earnings from refining and logistics investments (3,663) (8,242) — — (11,905)

(7,363) (4,481) — — (11,844)

Acquisition and integration costs — — — 100 100

Par West redevelopment and other costs — — — 12,548 12,548

— — — 11,397 11,397

Loss (gain) on sale of assets, net 219 — (308) 30 (59)

Other operating loss (gain), net 8 124 (10) 100 222

Operating income (loss) $ 17,412 $ 89,351 $ 64,800 $ (123,935) $ 47,628

Year ended December 31, 2022 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total

For the year ended December 31, 2023 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total

Revenues $ 7,969,480 $ 260,779 $ 592,480 $ (590,784) $ 8,231,955

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General and administrative expense (excluding depreciation) — — — 91,447 91,447

Equity earnings from refining and logistics investments (7,363) (4,481) — — (11,844)

Acquisition and integration costs — — — 17,482 17,482

Par West redevelopment and other costs — — — 11,397 11,397

9,003 — — — 9,003

Loss (gain) on sale of assets, net 1 (253) 56 27 (169)

Other operating loss (gain), net 219 — (308) 30 (59)

Operating income (loss) $ 676,161 $ 69,744 $ 56,603 $ (122,502) $ 680,006

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199.1 199.9 183.1

Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 14.60 $ 9.05 $ 16.01

SRE impact 2.96 — —

Adjusted Gross Margin excluding SRE impact 11.64 9.05 16.01

Production costs per bbl ($/throughput bbl) (3) 6.92 6.94 5.93

D&A per bbl ($/throughput bbl) 1.52 1.33 1.30

Hawaii Refinery

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$ 11.69 $ 9.34 $ 15.25

SRE impact — — —

Adjusted Gross Margin excluding SRE impact 11.69 9.34 15.25

Production costs per bbl ($/throughput bbl) (3)

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Feedstocks Throughput (Mbpd) (1)

51.7 49.9 54.4

Yield (% of total throughput)

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Refined product sales volume (Mbpd) (1)

52.3 53.2 58.6

Year Ended December 31,

2025 2024 2023

Adjusted Gross Margin per bbl ($/throughput bbl) (2)

$ 15.83 $ 11.37 $ 21.14

SRE impact 3.05 — —

Adjusted Gross Margin excluding SRE impact 12.78 11.37 21.14

Production costs per bbl ($/throughput bbl) (3)

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Total yield 96.4 % 96.5 % 96.4 %

Year Ended December 31,

2024 2023 2022

Refined product sales volume (Mbpd) 40.5 39.2 41.7

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$ 13.69 $ 3.25 $ 9.41

SRE impact 5.27 — —

Adjusted Gross Margin excluding SRE impact 8.42 3.25 9.41

Production costs per bbl ($/throughput bbl) (3)

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$ 30.93 $ 13.73 $ 25.15

SRE impact 14.52 — —

Adjusted Gross Margin excluding SRE impact 16.41 13.73 25.15

Production costs per bbl ($/throughput bbl) (3)

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D&A per bbl ($/throughput bbl) 4.18 2.71 2.69

Par Pacific Indices ($ per barrel)

Hawaii Index (4)

Year Ended December 31,

2025 2024 2023

Market Indices (average $ per barrel)

Hawaii Index (4) $ 10.60 $ 7.21 $ 13.06

Montana Index (5) 14.21 14.39 23.71

14.39 23.71 26.84

Washington Index (6) 11.29 4.13 9.81

4.13 9.81 19.85

Wyoming Index (7) 19.99 16.47 24.48

16.47 24.48 26.33

Combined Index (8) 12.40 9.37 15.46

Market Cracks (average $ per barrel)

Singapore 3.1.2 Product Crack (4) $ 16.13 $ 13.36 $ 19.50

$ 13.36 $ 19.50 $ 25.43

Montana 6.3.2.1 Product Crack (5) 24.49 21.59 30.15

21.59 30.15 35.93

Washington 3.1.1.1 Product Crack (6) 19.93 12.11 17.91

12.11 17.91 29.58

Wyoming 2.1.1 Product Crack (7) 21.89 18.48 27.52

18.48 27.52 32.35

Crude Oil Prices (average $ per barrel) (9)

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MSW (-) WTI (3.55) (4.03) (3.70)

Syncrude (-) WTI (0.14) 0.18 1.32

Brent M1-M3 1.14 1.10 0.81

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(1) The 2024 amounts for the total refining segment represent the sum of the Hawaii, Montana, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the year ended December 31, 2024.

(1) The 2025 and 2024 amounts for the total refining segment represent the sum of the Hawaii, Montana, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the year ended December 31, 2025 and 2024, respectively.

Feedstocks throughput and sales volumes per day for the Montana refinery for the year ended December 31, 2023, are calculated based on the 214-day period for which we owned the Montana refinery in 2023.

As such, the amounts for the total refining segment represent the sum of the Hawaii, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the year ended December 31, 2023, plus the Montana refinery’s throughput or sales volumes averaged over the period from June 1, 2023, to December 31, 2023.

The 2022 amounts for the total refining segment represent the sum of the Hawaii, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the year ended December 31, 2022.

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

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

The definition of Adjusted Gross Margin was modified beginning with the financial results reported for periods in fiscal year 2022.

We have recast Adjusted Gross Margin for prior periods when reported to conform to the modified presentation.

Please see discussion of Adjusted Gross Margin below.

Total Refining Segment Adjusted Gross Margin per barrel is presented net of intercompany profit in inventory per barrel, which represents margin on intercompany sales where the inventory remains on our consolidated balance sheet at period end.

Intercompany profit in inventory per barrel for the years ended December 31, 2025, 2024, and 2023 was immaterial.

For the year ended December 31, 2025, Adjusted Gross Margin per barrel includes the SRE impact related to the 2019 through 2024 compliance years.

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

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(7) 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.

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

(8) 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.

As such, the throughput weighted index contemplates the Montana index following June 1, 2023.

(9) 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.

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Non-GAAP Performance Measures

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

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

The chief operating decision-maker (“CODM”) is the Chief Executive Officer (“CEO”), who uses certain non-GAAP financial measures and forecasts to allocate resources and evaluate our operating performance.

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Management, including the CODM, 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 periods in fiscal year 2022, the inventory valuation adjustment was modified to include the first-in, first-out (“FIFO”) inventory gains (losses) associated with our titled manufactured inventory in Hawaii.

This modification was made to better align Adjusted Net Income (Loss) and Adjusted EBITDA with the cash flow of the Hawaii refining business.

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

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

In addition, we have modified our environmental obligation mark-to-market adjustment to include only the mark-to-market losses (gains) associated with our net RINs liability and net

obligation associated with the Washington Climate Commitment Act (“Washington CCA”) and Clean Fuel Standard.

We believe Adjusted Net Income (Loss) attributable to Par Pacific stockholders, Adjusted EBITDA (as defined below), and Adjusted EBITDA by segment (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 second quarter of 2023, Adjusted Gross Margin, Adjusted Net Income (Loss) attributable to Par Pacific stockholders, and Adjusted EBITDA exclude our portion of interest, taxes, and depreciation expense from our refining and logistics investments acquired on June 1, 2023, as part of the Billings Acquisition.

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

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

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

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

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

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

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

Please read “Note 2—Summary of Significant Accounting Policies”, Environmental Credits and Obligations section, for a discussion of the change in estimate.

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

Beginning with financial results reported for the first quarter of 2024, Adjusted Net Income (Loss) attributable to Par Pacific stockholders also excludes other non-operating income and expenses.

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

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

Effective as of the fourth quarter of 2024, we have modified our definition of Adjusted Gross Margin, Adjusted Net Income (Loss) attributable to Par Pacific stockholders 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.

Beginning with the financial results reported for the fourth quarter of 2025, Adjusted Net Income (Loss) attributable to Par Pacific stockholders excludes the portion of non-GAAP adjustments associated with the noncontrolling interest in our joint venture established on October 21, 2025.

Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA by segment also excludes other operating gains and losses (which primarily includes the impacts of the noncash remeasurement of our environmental liabilities).

This modification improves comparability between periods by excluding non-cash gains and losses that do not reflect ongoing underlying business operations.

Beginning with the financial results reported for the fourth quarter of 2025, Adjusted EBITDA includes the Adjusted Net Loss attributable to noncontrolling interests associated with our joint venture established on October 21, 2025.

Adjusted Gross Margin

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• impairment expense;

• loss (gain) on sale of assets, net;

• other operating (gain) loss, net (which primarily includes the impacts of the noncash remeasurement of our environmental liabilities);

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

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Operating expense (excluding depreciation) 481,597 21,478 84,590

Depreciation and amortization 91,108 27,033 11,037

Depreciation, depletion, and amortization 104,385 26,040 10,791

Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 4,485 3,954 —

2,493 3,651 —

Inventory valuation adjustment (27,200) — —

Environmental obligation mark-to-market adjustments (14,360) — —

Unrealized loss on derivatives 43,281 — —

Unrealized gain on derivatives (26,664) — —

Par's portion of accounting policy differences from refining and logistics investments (2,523) — —

Loss (gain) on sale of assets, net 8 124 (10)

Other operating loss (gain), net (6,165) (1,419) 355

Adjusted Gross Margin (1) $ 1,000,587 $ 147,611 $ 170,442

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Operating expense (excluding depreciation) 479,737 15,676 88,869

Depreciation and amortization 81,017 25,122 11,462

Depreciation, depletion, and amortization 91,108 27,033 11,037

Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,493 3,651 —

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Environmental obligation mark-to-market adjustments (19,136) — —

Unrealized gain on derivatives (50,511) — —

Loss (gain) on sale of assets, net 219 — (308)

Unrealized loss on derivatives 43,281 — —

Par's portion of accounting policy differences from refining and logistics investments 3,856 — —

Other operating loss (gain), net 8 124 (10)

Adjusted Gross Margin (1) $ 618,269 $ 135,835 $ 164,696

$ 995,011 $ 121,173 $ 155,282

Year ended December 31, 2023 Refining Logistics Retail

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Operating expense (excluding depreciation) 373,612 24,450 87,525

Depreciation and amortization 65,472 20,579 10,971

Depreciation, depletion, and amortization 81,017 25,122 11,462

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

1,586 1,857 —

Inventory valuation adjustment 102,710 — —

Environmental obligation mark-to-market adjustments (189,783) — —

Unrealized loss on derivatives 9,336 — —

Par West redevelopment and other costs

Loss (gain) on sale of assets, net 1 (253) 56

Unrealized gain on derivatives (50,511) — —

Other operating loss (gain), net 219 — (308)

Adjusted Gross Margin (1) (2) $ 995,011 $ 121,173 $ 155,282

________________________________________

(1) For the years ended December 31, 2025, 2024, and 2023, there was no impairment expense.

(2) For the years ended December 31, 2023 and 2022, 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:

(2) For the year ended December 31, 2023, there was no impact in Operating Income from accounting policy differences at our refining and logistics investments.

Adjusted Net Income (Loss) Attributable to Par Pacific Stockholders and Adjusted EBITDA

Adjusted Net Income (Loss) attributable to Par Pacific stockholders is defined as Net income (loss) attributable to Par Pacific stockholders 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);

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

• (gain) loss on sale of assets;

• impairment expense;

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

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

• other operating (gain) loss, net (which primarily included the impacts of the noncash remeasurement of our environmental liabilities);

• Noncontrolling interest impact of non-GAAP adjustments.

Adjusted EBITDA is defined as Adjusted Net Income (Loss) attributable to Par Pacific stockholders plus Adjusted Net Loss attributable to noncontrolling interests excluding:

• interest expense and financing costs, net, excluding interest rate derivative loss (gain);

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

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

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

Year Ended December 31,

2025 2024 2023

Net income (loss) $ (33,322) $ 728,642 $ 364,189

Net income (loss) attributable to Par Pacific stockholders $ 369,391 $ (33,322) $ 728,642

Inventory valuation adjustment (27,200) (490) 102,710

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Unrealized loss (gain) on derivatives (26,309) 42,485 (49,690)

Par West redevelopment and other costs

12,548 11,397 —

Acquisition and integration costs 4,335 100 17,482

Par West redevelopment and other costs 14,793 12,548 11,397

Debt extinguishment and commitment costs 1,147 1,688 19,182

Changes in valuation allowance and other deferred tax items (1) 100,422 (3,315) (126,219)

Severance costs and other non-operating expenses (2)

14,802 1,785 2,272

Equity losses (earnings) from Laramie Energy, LLC, excluding cash distributions 1,781 (14,279) —

Severance costs and other non-operating expense (2) 1,498 14,802 1,785

Equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions (23,308) 1,781 (14,279)

Par's portion of accounting policy differences from refining and logistics investments (2,523) 3,856 —

Loss (gain) on sale of assets, net 222 (59) (169)

Adjusted Net Income (2)(4) 21,219 501,168 474,668

Depreciation and amortization 131,590 119,830 99,769

Other operating loss (gain), net (7,220) 222 (59)

Noncontrolling interest impact of non-GAAP adjustments (573) — —

Adjusted Net Income attributable to Par Pacific stockholders (3) (4) 390,093 21,219 501,168

Adjusted Net Loss attributable to noncontrolling interests (1,730) — —

Depreciation, depletion, and amortization 144,325 131,590 119,830

Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 82,028 83,589 71,629

83,589 71,629 68,288

Laramie Energy, LLC cash distributions to Par — (1,485) (10,706)

Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments 6,144 3,443 —

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 8,439 6,144 3,443

Income tax expense (benefit) 10,361 (2,381) 10,883

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________________________________________________________

(1) For the years ended December 31, 2024 and 2023, we recognized a non-cash deferred tax benefit of $3.3 million and $126.2 million, respectively.

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

(2) For the year ended December 31, 2024, we incurred $13.1 million of stock-based compensation expenses associated with accelerated vesting of equity awards and modification of vested equity awards related to our CEO transition and $0.8 million f or a legal settlement unrelated to current operating activities.

(1) For the year ended December 31, 2025, we recognized a non-cash deferred tax expense of $100.4 million.

For the years ended December 31, 2024 and 2023, we recognized non-cash deferred tax benefits of $3.3 million and $126.2 million, respectively.

These tax impacts are included in Income tax benefit (expense) on our consolidated statements of operations.

(2) For the years ended December 31, 2025 and 2024, we incurred $0.8 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively.

For the year ended December 31, 2024, we incurred $0.8 million for a legal settlement unrelated to current operating activities.

(3) For the years ended December 31, 2025, 2024, and 2023, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference.

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 2024.

(4) For the years ended December 31, 2023 and 2022, there was no impact in Net Income from accounting policy differences at our refining and logistics investments.

(4) For the year ended December 31, 2023, there was no impact in Net Income (Loss) from accounting policy differences at our refining and logistics investments.

Adjusted EBITDA by Segment

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

• (gain) loss on sale of assets;

• other operating loss (gain), net (which primarily includes the impacts of the noncash remeasurement of our environmental liabilities);

• impairment expense;

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• 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 statements of operations.

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

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 consolidated statements of operations.

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

Year ended December 31, 2025 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 487,032 $ 97,558 $ 74,706 (120,538)

Depreciation and amortization 91,108 27,033 11,037 2,412

Depreciation, depletion and amortization 104,385 26,040 10,791 3,109

Inventory valuation adjustment (27,200) — — —

Environmental obligation mark-to-market adjustments (14,360) — — —

Unrealized loss on commodity derivatives 43,281 — — —

Unrealized gain on derivatives (26,664) — — —

Acquisition and integration costs — — — 4,335

Severance costs and other non-operating expenses 642 — 154 14,006

Par West redevelopment and other costs — — — 14,793

Severance costs and other non-operating expense 259 206 44 989

Par's portion of accounting policy differences from refining and logistics investments (2,523) — — —

Loss (gain) on sale of assets, net 8 124 (10) 100

Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments 2,493 3,651 — —

Other operating loss (gain), net (6,165) (1,419) 355 9

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 4,485 3,954 — —

Other loss, net — — — (665)

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Operating income (loss) by segment $ 17,412 $ 89,351 $ 64,800 $ (123,935)

Depreciation and amortization 81,017 25,122 11,462 2,229

Depreciation, depletion and amortization 91,108 27,033 11,037 2,412

Inventory valuation adjustment (490) — — —

Environmental obligation mark-to-market adjustments (19,136) — — —

Unrealized gain on commodity derivatives (50,511) — — —

Unrealized loss on derivatives 43,281 — — —

Acquisition and integration costs — — — 100

Severance costs and other non-operating expenses 100 — 580 1,105

Par West redevelopment and other costs — — — 12,548

Loss (gain) on sale of assets, net 219 — (308) 30

Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments 1,586 1,857 — —

Severance costs and other non-operating expense 642 — 154 14,006

Par's portion of accounting policy differences from refining and logistics investments 3,856 — — —

Other operating loss (gain), net 8 124 (10) 100

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,493 3,651 — —

Other loss, net — — — (1,869)

Adjusted EBITDA (1) $ 139,174 $ 120,159 $ 75,981 $ (96,638)

$ 621,499 $ 96,723 $ 68,337 $ (90,312)

Year ended December 31, 2023 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 676,161 $ 69,744 $ 56,603 $ (122,502)

Depreciation and amortization 65,472 20,579 10,971 2,747

Depreciation, depletion and amortization 81,017 25,122 11,462 2,229

Inventory valuation adjustment 102,710 — — —

Environmental obligation mark-to-market adjustments (189,783) — — —

Unrealized loss on commodity derivatives 9,336 — — —

Unrealized gain on derivatives (50,511) — — —

Acquisition and integration costs — — — 17,482

Severance costs and other non-operating expenses 40 13 22 2,197

Loss (gain) on sale of assets, net 1 (253) 56 27

Other income, net — — — 613

Par West redevelopment and other costs — — — 11,397

Severance costs and other non-operating expense 100 — 580 1,105

Other operating loss (gain), net 219 — (308) 30

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,586 1,857 — —

Other loss, net — — — (53)

Adjusted EBITDA (1) (2) $ 621,499 $ 96,723 $ 68,337 $ (90,312)

________________________________________________________

(1) For the years ended December 31, 2025, 2024, and 2023, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference.

Please read the Non-GAAP Performance Measures discussion above for information regarding changes to the components of Adjusted EBITDA made during 2025.

(2) For the years ended December 31, 2023 and 2022, there was no impact in Operating Income from accounting policy differences at our refining and logistics investments.

(2) For the year ended December 31, 2023, there was no impact in Operating Income from accounting policy differences at our refining and logistics investments.

Discussion of Operating Income by Segment

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Operating income for our refining segment was $487.0 million for the year ended December 31, 2025, an increase of $469.6 million compared to $17.4 million for the year ended December 31, 2024.

The increase in operating income was primarily driven by:

• an increase of $241.2 million related to higher crack spreads across all our refineries,

an SRE benefit of $199.5 million at our Washington, Montana, and Wyoming refineries,

• an increase of $79.8 million related favorable derivative impacts,

• a favorable change in the valuation of the embedded derivatives related to our Inventory Intermediation Agreement driven by changes in commodity prices that resulted in a decrease of $33.0 million, and

• a favorable change in other drivers of $56.9 million,

partially offset by:

• an increase of $98.4 million of environmental compliance cost related to current period production and

• an increase of $37.2 million driven by unfavorable feedstock differentials and purchased product costs.

Operating income for our logistics segment was $97.6 million for the year ended December 31, 2025, an increase of $8.2 million compared to $89.4 million for the year ended December 31, 2024.

The increase was primarily due to decreases of $11.2 million in repair and maintenance costs, $6.6 million in environmental expenses, and $5.7 million in other expenses, and an increase of $4.0 million in third party revenue.

These improvements were partially offset by an $11.8 million in rent expense, $5.5 million related to lower throughput, and $4.1 million of reduced gross margin related to the Wyoming refinery incident in the first half of the year.

Other impacts include a $1.5 million decrease in losses on sale and a $1.0 million decrease in depreciation and amortization.

Operating income for our retail segment was $74.7 million for the year ended December 31, 2025, an increase of $9.9 million compared to $64.8 million for the year ended December 31, 2024.

The increase in operating income was primarily due to a $2.0 million increase driven by 1% higher fuel sales volumes, a $1.9 million increase in merchandise margins, a $1.7 million increase related to a 2% increase in fuel margins, and a $1.7 million decrease in repairs and maintenance costs.

Other impacts include a $0.7 million decrease in employee expenses, a $0.7 million decrease in other operating costs and a $0.6 million decrease in outside services expenses.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Operating income for our refining segment was $17.4 million for the year ended December 31, 2024, a decrease of $658.8 million compared to $676.2 million for the year ended December 31, 2023.

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The increase in operating income was primarily driven by an increase of $4.6 million related to higher fuel margins, $3.4 million related to higher merchandise sales, and $1.1 million reflecting higher fuel sales volumes, partially offset by $1.3 million of higher operating expenses driven by increases in employee costs during the year ended December 31, 2024, compared to the year ended December 31, 2023.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Operating income for our refining segment was $676.2 million for the year ended December 31, 2023, an improvement of $274.3 million compared to $401.9 million for the year ended December 31, 2022.

The increase in operating income was primarily driven by:

• a decrease of $140.0 million in environmental credit and related obligations costs across our refineries in our legacy portfolio driven by favorable mark-to-market adjustments and a gain on retirement of prior year RINs,

• an increase of $106.0 million driven by a 6% increase in refined product sales volumes at refineries in our legacy portfolio,

• a favorable change in step-out obligations related to our intermediation agreements of $79.5 million driven by changes in commodity prices,

• a net decrease of $76.4 million in our derivative costs associated with all our refineries,

• a $56.9 million contribution from the Billings Acquisition,

• $37.0 million related to lower fuel burn costs at all our refineries, and

• an increase of $32.8 million related to a favorable change in crude oil differentials at refineries in our legacy portfolio,

partially offset by:

• a net decrease of $112.9 million related to declining crack spreads at our refineries in our legacy portfolio,

• an increase in purchased product costs of $98.0 million at all our refineries in our legacy portfolio, and

• an increase in logistics and other product delivery costs of $35.6 million at our refineries in our legacy portfolio.

Operating income for our logistics segment was $69.7 million for the year ended December 31, 2023, an increase of $15.7 million compared to $54.0 million for the year ended December 31, 2022.

The increase is primarily due to an

$8.5 million contribution from the Billings Acquisition logistics assets acquired in June 2023 and a $10.4 million increase in Operating income driven by an increase in throughput volumes throughout our legacy logistics portfolio, partially offset by an increase in variable expenses of $5.5 million.

Operating income for our retail segment was $56.6 million for the year ended December 31, 2023, an increase of $7.4 million compared to Operating income of $49.2 million for the year ended December 31, 2022.

The increase in Operating income was primarily driven by $10.6 million related to higher fuel sales volumes and $3.4 million associated with increased merchandise sales, partly offset by $6.3 million of higher operating expenses driven by increases in employee costs and credit card fees in the year ended December 31, 2023 compared to the year ended December 31, 2022.

Discussion of Adjusted Gross Margin by Segment

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

For the year ended December 31, 2025, our refining Adjusted Gross Margin was approximately $1.0 billion, an increase of $382.3 million compared to $618.3 million for the year ended December 31, 2024.

The increase in profitability was primarily due to a $238.7 million benefit related to improved crack spreads, an SRE benefit of $202.6 million, and other factors as described below.

• Adjusted Gross Margin for the Washington refinery increased by $10.44 per barrel from $3.25 per barrel during the year ended December 31, 2024, to $13.69 per barrel, including an SRE impact of $5.27 per barrel, during the year ended December 31, 2025.

The increase was primarily due to higher crack spreads, an SRE benefit of $74.4 million, and a 3% increase in refined product sales volumes, partially offset by higher environmental costs related to those higher refined product sales volumes and higher feedstock costs.

The Washington Index improved by $7.16 per barrel, or 173%.

The Washington 3.1.1.1 Product Crack improved by $7.82 per barrel, or 65%.

• Adjusted Gross Margin for the Montana refinery increased by $4.46 per barrel from $11.37 per barrel during the year ended December 31, 2024, to $15.83 per barrel, including an SRE impact of $3.05 per barrel, during the year ended December 31, 2025.

The increase was primarily due to an SRE benefit of $57.6 million, higher crack spreads, and a favorable change in realized derivatives.

These improvements were partially offset by a 2% decrease in refined product sales volumes with a corresponding decrease in environmental costs.

The Montana Index declined by $0.18 per barrel, or 1%.

The Montana 6.3.2.1 Product Crack improved by $2.90 per barrel, or 13%.

• Adjusted Gross Margin for the Hawaii refinery increased by $2.35 per barrel from $9.34 per barrel during the year ended December 31, 2024, to $11.69 per barrel during the year ended December 31, 2025.

The increase was primarily

due to lower purchased product costs, higher crack spreads, higher yields, and lower other inventory financing cost partially offset by unfavorable changes in feedstock differentials and an unfavorable change in realized derivatives.

The Hawaii Index improved by $3.39 per barrel, or 47%.

The Singapore 3.1.2 Product Crack improved by $2.77 per barrel, or 21%.

• Adjusted Gross Margin for the Wyoming refinery increased by $17.20 per barrel from $13.73 per barrel during the year ended December 31, 2024, to $30.93 per barrel, including an SRE impact of $14.52 per barrel, during the year ended December 31, 2025.

The increase was primarily driven by an SRE benefit of $70.5 million and higher crack spreads, partially offset by higher feedstock costs and a 9% decrease in refined product sales volumes.

The Wyoming Index improved by $3.52 per barrel, or 21%.

The Wyoming 2.1.1 Product Crack improved by $3.41 per barrel or 18%.

For the year ended December 31, 2025, our logistics Adjusted Gross Margin was approximately $147.6 million, an increase of $11.8 million compared to $135.8 million for the year ended December 31, 2024.

The increase was primarily due to a $7.3 million decrease in repair and maintenance costs, a $9.4 million decrease in other expenses, and a $3.1 million decrease in environment expenses, partially offset by a $5.5 million decrease related to lower throughput, a $4.1 million decrease related to the Wyoming refinery incident in the first half of the year, and $2.3 million related to higher rent expense.

For the year ended December 31, 2025, our retail Adjusted Gross Margin was approximately $170.4 million, an increase of $5.7 million compared to $164.7 million for the year ended December 31, 2024.

The increase was primarily due to a 1% increase in sales volumes, a $1.9 million increase in merchandise margins, and a $1.7 million increase related to a 2% increase in fuel margins.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

For the year ended December 31, 2024, our refining Adjusted Gross Margin was approximately $618.3 million, a decrease of $376.7 million compared to $995.0 million for the year ended December 31, 2023.

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The Washington Index declined $5.68 per barrel, or 58%.

• Adjusted Gross Margin for the Wyoming re finery decreased by $11.42 per barrel from $25.15 per barrel during the year ended December 31, 2023, to $13.73 per barrel during the year ende d December 31, 2024.

The decrease was primarily due t o lower crack spreads, partially offset by favorable changes in crude oil differentials.

• Adjusted Gross Margin for the Wyoming refinery decreased by $11.42 per barrel from $25.15 per barrel during the year ended December 31, 2023, to $13.73 per barrel during the year ended December 31, 2024.

The decrease was primarily due to lower crack spreads, partially offset by favorable changes in crude oil differentials.

The Wyoming Index declined $8.01 per barrel, or 33%.

• Adjusted Gross Margin for the Montana refinery decreased by $9.77 per barrel from $21.14 per barrel during December 31, 2023, to $11.37 per barrel during the year ende d December 31, 2024.

The decrease was primarily due t o lower crack spreads, partially offset by higher refined product sale volumes.

• Adjusted Gross Margin for the Montana refinery decreased by $9.77 per barrel from $21.14 per barrel during the year ended December 31, 2023, to $11.37 per barrel during the year ended December 31, 2024.

The decrease was primarily due to lower crack spreads, partially offset by higher refined product sale volumes.

The Montana Index declined $9.32 per barrel, or 39%.

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The increase was primarily related to a $4.1 million increase in fuel volumes and $3.5 million of increased merchandise margins.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

For the year ended December 31, 2023, our refining Adjusted Gross Margin was approximately $995.0 million, an increase of $182.2 million compared to $812.8 million for the year ended December 31, 2022.

The increase in profitability was primarily due to Adjusted Gross Margin contributed by the Montana refinery of $246.1 million and 6.0% higher refined product sales margins across our legacy refining portfolio, partially offset by $155.6 million higher environmental credit obligation costs, excluding the mark-to-market impacts, and lower crack spreads of $107.6 million.

• Adjusted Gross Margin for the Hawaii refinery improved by $1.26 per barrel from $13.99 per barrel during the year ended December 31, 2022, to $15.25 per barrel during the year ended December 31, 2023, primarily due to lower feedstock costs, a 6% increase in refined product sales volumes, a favorable change in realized derivatives, and higher

yield, partially offset by $98.0 million higher purchased product costs and lower crack spreads.

The Hawaii Index declined from $19.21 in the year ended December 31, 2022, to $13.06 during the year ended December 31, 2023.

• Adjusted Gross Margin for the Wyoming refinery decreased by $1.35 per barrel from $26.50 per barrel during the year ended December 31, 2022, to $25.15 per barrel during the year ended December 31, 2023.

The change is primarily due to an 8% increase in refined product sales volumes, partially offset by lower crack spreads.

The Wyoming Index declined from $26.33 in the year ended December 31, 2022, to $24.48 during the year ended December 31, 2023.

• Adjusted Gross Margin for the Washington refinery decreased by $8.59 per barrel from $18.00 per barrel during the year ended December 31, 2022, to $9.41 per barrel during the year ended December 31, 2023, primarily due to higher environmental credit obligation expenses, declining crack spreads, and higher refined product delivery costs, partially offset by lower feedstock costs and 5% higher refined product sales volumes.

The Washington Index declined from $19.85 in the year ended December 31, 2022, to $9.81 during the year ended December 31, 2023.

For the year ended December 31, 2023, our logistics Adjusted Gross Margin was approximately $121.2 million, an increase of $31.8 million compared to $89.4 million for the year ended December 31, 2022.

The increase was primarily due to Adjusted Gross Margin of $23.8 million contributed from the Billings Acquisition logistics assets acquired in June 2023 and a 3% increase in throughput across our legacy assets, net of associated higher fees and variable expenses, and higher third-party revenue.

For the year ended December 31, 2023, our retail Adjusted Gross Margin was approximately $155.3 million, an increase of $13.8 million compared to $141.5 million for the year ended December 31, 2022.

The increase was primarily related to an 11% increase in sales volumes and a 33% increase in merchandise sales.

Discussion of Consolidated Results

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For the year ended December 31, 2025, revenues were $7.5 billion, a $0.5 billion decrease compared to $8.0 billion for the year ended December 31, 2024.

The decrease was primarily due to a $0.7 billion decrease in third-party revenues when comparing our legacy refining operations, of which $0.5 billion was related to lower average crack spreads, $0.1 billion was related to lower crude oil prices, and $0.1 billion was related to a 1% decrease in sales volumes.

This decrease was partially offset by an increase of $0.5 billion in contributions from the Billings Acquisition, which closed on June 1, 2023.

The Washington Index, Hawaii Index, Montana Index, and Wyoming Index declined 58%, 45%, 39%, and 33% respectively, compared to 2023.

Average Brent crude oil prices declined 3% and average WTI crude oil prices declined 2% as compared to the prior period.

Revenues at our retail segment decreased $7.7 million primarily due to a 6% decrease in fuel sales prices, partially offset by a 3% increase in sales volumes and a 5% increase in merchandise sales.

The decrease was primarily driven by $0.6 billion lower refining revenue related to lower crude oil prices, partially offset by a $0.2 billion increase related to higher average product crack spreads.

The Combined Index increased 32% as compared to the prior period.

Average Brent crude oil prices and average WTI crude oil prices both declined 15% compared to the prior period.

Revenues at our retail segment decreased $8.1 million primarily due to a 3% decrease in fuel prices, partially offset by a 1% increase in fuel sales volumes and a 1% increase in merchandise sales.

Please read our key operating statistics for further information.

Cost of Revenues (Excluding Depreciation).

For the year ended December 31, 2024, cost of revenues (excluding depreciation) was $7.1 billion, a $0.3 billion increase compared to $6.8 billion for the year ended December 31, 2023, primarily driven by an additional $0.5 billion in contributions related to a full year of results from our Billings assets, partially offset by decreases in crude oil prices at our legacy refining locations as discussed above.

For the year ended December 31, 2025, cost of revenues (excluding depreciation) was $6.1 billion, a $1.0 billion decrease compared to $7.1 billion for the year ended December 31, 2024, primarily driven by the decreases in crude oil prices discussed above, an SRE benefit of $0.2 billion related to SREs granted for the 2019 through 2024 compliance years, and lower purchased product costs, partially offset by unfavorable feedstock costs.

Operating Expense (Excluding Depreciation).

For the year ended December 31, 2024, operating expense (excluding depreciation) was approximately $584.3 million, an increase of $98.7 million compared to $485.6 million for the year ended December 31, 2023.

The increase was primarily driven by a $96.2 million increase in expense from the Billings Acquisition.

For the year ended December 31, 2025, operating expense (excluding depreciation) was approximately $587.7 million, which was relatively consistent with $584.3 million for the year ended December 31, 2024.

Depreciation and Amortization .

For the year ended December 31, 2025, D&A expense was approximately $144.3 million, an increase of $12.7 million compared to $131.6 million for the year ended December 31, 2024.

The increase was primarily driven by $18.4 million of additional D&A attributable to the Billings Acquisition, partially offset by a $6.3 million decrease in D&A from our Hawaii Refinery reflecting fully depreciated assets in the second half of 2023 and the second quarter of 2024.

The increase was primarily driven by a $14.8 million increase in Montana primarily related to the amortization of turnaround assets and a $3.0 million increase in Wyoming driven by equipment damaged as a result of the February 2025 operational incident, partially offset by a $4.8 million decrease in D&A at our Hawaii Refinery reflecting fully amortized turnaround assets.

General and Administrative Expense (Excluding Depreciation).

For the year ended December 31, 2024, General and administrative expense (excluding depreciation) was approximately $108.8 million, an increase of $17.4 million compared to $91.4 million for the year ended December 31, 2023.

The increase was primarily due to $13.1 million of stock-based compensation expenses related to CEO transition costs in the first quarter of 2024, $3.1 million higher Information Technology (“IT”) expenses, and a $2.1 million increase in employee costs.

For the year ended December 31, 2025, General and administrative expense (excluding depreciation) was approximately $98.5 million, a decrease of $10.3 million compared to $108.8 million for the year ended December 31, 2024.

The decrease was primarily due to $13.1 million of stock-based compensation expenses related to CEO transition costs in 2024 and a $7.8 million decrease in renewable project costs, partially offset by a $7.5 million increase in employee costs and a $2.2 million increase in IT expenses.

Equity Earnings from Refining and Logistics Investments.

For the year ended December 31, 2024, Equity earnings from refining and logistics investments were $11.9 million, which was relatively consistent with $11.8 million for the year

ended December 31, 2023.

For the year ended December 31, 2025, Equity earnings from refining and logistics investments were $26.3 million, an increase of $14.4 million compared to $11.9 million for the year ended December 31, 2024.

The increase was primarily due to a $13.9 million increase in our proportionate share of YELP’s net income.

Please read “Note 3—Refining and Logistics Equity Investments” to our consolidated financial statements under Item 8 of this Form 10-K for additional information.

Acquisition and Integration Costs.

For the year ended December 31, 2025, we incurred $4.3 million of acquisition and integration costs, primarily related to the establishment of the Hawaii Renewables joint venture.

For the year ended December 31, 2024, we incurred an immaterial amount of acquisition and integration costs.

For the year ended December 31, 2023, we incurred $17.5 million of Acquisition and integration costs related to the Billings Acquisition, which closed on June 1, 2023.

Please read Note 5—Acquisitions to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Please read “Note 3—Refining and Logistics Equity Investments” to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Par West Redevelopment and Other Costs.

For the year ended December 31, 2024, Par West redevelopment and other costs were $12.5 million, an increase of $1.1 million compared to $11.4 million for the year ended December 31, 2023, associated with the operation and decommissioning of our Par West facility.

Increased redevelopment activity was the primary driver of the increase in costs.

For the year ended December 31, 2025, Par West redevelopment and other costs were $14.8 million, an increase of $2.3 million compared to $12.5 million for the year ended December 31, 2024.

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

Other Operating Loss (Gain), Net.

For the year ended December 31, 2025, other operating gain, net was $7.2 million, primarily related to a $10.3 million decrease due to the remeasurement of Montana Refinery environmental remediation liabilities, partially offset by a $3.9 million increase due to the remeasurement of Wyoming Refinery environmental remediation liabilities.

Please read “Note 19—Commitments and Contingencies” to our consolidated financial statements under Item 8 of this Form 10-K for more information.

For the year ended December 31, 2024, other operating loss, net was immaterial.

Interest Expense and Financing Costs, Net .

For the year ended December 31, 2024, our Interest expense and financing costs, net were approximately $82.8 million, an increase of $10.3 million compared to $72.5 million for the year ended December 31, 2023.

$15.8 million of the increase in interest expense and financing costs, primarily related to higher ABL Credit Facility and Term Loan B Facility balances in 2024, and a $7.1 million decrease in interest income from our investment accounts.

This activity was offset by a $12.8 million net decrease in inventory financing costs related to the refinancing of our inventory financing agreements in 2023 and 2024.

Please read Note 14—Debt and Note 12—Inventory Financing Agreements to our consolidated financial statements under Item 8 of this Form 10-K for further discussion on our indebtedness and inventory financing, respectively.

For the year ended December 31, 2025, our Interest expense and financing costs, net were approximately $82.4 million, which was relatively consistent with $82.8 million for the year ended December 31, 2024.

Debt Extinguishment and Commitment Costs.

For the year ended December 31, 2024, our Debt extinguishment and commitment costs wer e approximately $1.7 million in connection to the repricing of our Term Loan Credit Agreement, the termination of our LC Facility and the expiration of our Supply and Offtake Agreement in the second quarter of 2024.

For the year ended December 31, 2023, our Debt extinguishment and commitment costs were approximately $19.2 million in connection with the refinancing of our long-term debt in the first quarter of 2023 and the termination of the Washington Refinery Intermediation Agreement in the fourth quarter of 2023.

For the year ended December 31, 2025, we incurred $1.1 million of debt extinguishment and commitment costs in connection with the repricing of our Term Loan Credit Agreement.

For the year ended December 31, 2024, our Debt extinguishment and commitment costs of $1.7 million were incurred in connection with the repricing of our Term Loan Credit Agreement, the termination of our LC Facility, and the expiration of our Supply and Offtake Agreement in 2024.

Please read “Note 15—Debt” to our consolidated financial statements under Item 8 of this Form 10-K for further discussion.

Other Expense, Net .

For the year ended December 31, 2024, Other expense, net was $1.9 million, an increase of $1.8 million compared to $0.1 million for the year ended December 31, 2023.

2024 activity was primarily due to $0.8 million of 2024 legal expenses unrelated to operating activities with no similar 2023 activity.

For the year ended December 31, 2025, other expense was $0.7 million, a decrease of $1.2 million compared to $1.9 million for the year ended December 31, 2024.

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

Equity earnings (losses) from Laramie Energy, LLC.

For the year ended December 31, 2024, equity losses from Laramie Energy, LLC were $0.3 million, a decrease of $25.3 million compared to $25.0 million of equity earnings for the year ended December 31, 2023.

For the year ended December 31, 2024, our proportionate share of Laramie Energy’s net loss was $6.8 million, partially offset by $6.5 million of accretion of the basis difference.

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

Our share of this distribution was $1.5 million.

For the year ended December 31, 2023, our proportionate share of Laramie Energy’s net income was $19.5 million, and the accretion of basis was $5.5 million.

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

For the year ended December 31, 2025, equity earnings from Laramie Energy, LLC were $23.3 million, an increase of $23.6 million compared to $0.3 million of equity losses for the year ended December 31, 2024.

The increase was primarily due to a $23.6 million increase in our proportionate share of Laramie Energy’s net income.

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.

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Income Taxes.

For the year ended December 31, 2025, we recorded an income tax expense of $110.8 million primarily due to a $100.4 million non-cash deferred tax expense driven by an increase in our 2025 taxable income.

For the year ended December 31, 2024, we recorded an income tax benefit of $5.7 million primarily due to a $5.5 million non-cash deferred tax benefit driven by our 2024 pre-tax losses.

For the year ended December 31, 2023, we recorded an income tax benefit of $115.3 million primarily related to the release of the federal tax valuation allowance in the fourth quarter of 2023, partially offset by state taxes.

Please read “Note 23—Income Taxes” to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Net Loss Attributable to Noncontrolling Interests .

For the year ended December 31, 2025, losses attributable to noncontrolling interests were $2.3 million, related to our Hawaii Renewables joint venture.

Please read “Note 5—Joint Venture” and “Note 20—Stockholders’ Equity” to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

For the year ended December 31, 2023, Revenues were $8.2 billion, a $0.9 billion increase compared to $7.3 billion for the year ended December 31, 2022.

The Billings Acquisition contributed revenues of $1.5 billion in the first seven months under our ownership, partially offset by a decrease of $0.6 billion across our legacy refinery portfolio.

The decrease in our legacy refining revenue was primarily driven by a $0.8 billion decrease related to lower crude oil prices, partially offset by a 6% increase in sales volumes.

Average Brent crude oil prices declined 17% and average WTI crude oil

prices declined 18% as compared to the prior period.

Revenues at our retail segment increased $22.3 million primarily due to an 11% increase in sales volume and a 33% increase in merchandise sales, partially offset by an 8% decrease in fuel sales prices.

For the year ended December 31, 2024, Revenues were $8.0 billion, a $0.2 billion decrease compared to $8.2 billion for the year ended December 31, 2023.

This decrease was partially offset by an increase of $0.5 billion in contributions from the Billings Acquisition, which closed on June 1, 2023.

The Washington Index, Hawaii Index, Montana Index, and Wyoming Index declined 58%, 45%, 39%, and 33% respectively, compared to 2023.

Average Brent crude oil prices declined 3% and average WTI crude oil prices declined 2% as compared to the prior period.

Revenues at our retail segment decreased $7.7 million primarily due to a 6% decrease in fuel sales prices, partially offset by a 3% increase in sales volumes and a 5% increase in merchandise sales.

Cost of Revenues (Excluding Depreciation).

For the year ended December 31, 2023, Cost of revenues (excluding depreciation) was $6.8 billion, a $0.4 billion increase compared to $6.4 billion for the year ended December 31, 2022, inclusive of a $1.5 billion contribution from the Billings Acquisition.

There was a decrease of $1.0 billion of Cost of revenues (excluding depreciation) across our legacy refining operations primarily due to decreases in crude oil prices as discussed above.

For the year ended December 31, 2024, Cost of revenues (excluding depreciation) was $7.1 billion, a $0.3 billion increase compared to $6.8 billion for the year ended December 31, 2023, primarily driven by an additional $0.5 billion in contributions related to a full year of results from our Billings assets, partially offset by decreases in crude oil prices at our legacy refining locations as discussed above.

Operating Expense (Excluding Depreciation).

$134.1 million of the increase was contributed by the Billings Acquisition.

Other factors that drove the increase include higher repair and maintenance and employee expenses.

The increase was primarily driven by a $96.2 million increase in expense from the Billings Acquisition.

Depreciation and Amortization .

For the year ended December 31, 2024, D&A expense was approximately $131.6 million, an increase of $11.8 million compared to $119.8 million for the year ended December 31, 2023.

The increase was primarily driven by the $21.7 million contribution from the Billings Acquisition.

General and Administrative Expense (Excluding Depreciation).

For the year ended December 31, 2024, general and administrative expense (excluding depreciation) was approximately $108.8 million, an increase of $17.4 million compared to $91.4 million for the year ended December 31, 2023.

The increase was primarily due to a $12.1 million increase in employee costs, a $6.0 million increase in outside services, $5.8 million of expenses related to development of our renewable projects, and $3.9 million higher IT expenses.

The increase was primarily due to $13.1 million of stock-based

compensation expenses related to CEO transition costs in the first quarter of 2024, a $3.1 million increase in IT expenses, and a $2.1 million increase in employee costs.

Equity earnings from refining and logistics investments.

For the year ended December 31, 2023, Equity earnings from refining and logistics investments were $11.8 million.

As part of the Billings Acquisition, we acquired a 65% limited partnership ownership interest in YELP and a 40% ownership interest in YPLC.

For the year ended December 31, 2023, our proportionate share of YELP’s net income and YPLC’s net income was $8.1 million and $4.4 million, respectively.

For the year ended December 31, 2024, equity earnings from refining and logistics investments were $11.9 million, which was relatively consistent with $11.8 million for the year December 31, 2023.

Please read “Note 3—Refining and Logistics Equity Investments” to our consolidated financial statements under Item 8 of this Form 10-K for additional information.

Acquisition and Integration Costs.

For the year ended December 31, 2023, we incurred approximately $17.5 million of Acquisition and integration costs primarily related to the Billings Acquisition, compared to $3.7 million of Acquisition and integration costs for the year ended December 31, 2022.

For the year ended December 31, 2024, we incurred an immaterial amount of acquisition and integration costs.

For the year ended December 31, 2023, we incurred $17.5 million of acquisition and integration costs related to the Billings Acquisition, which closed on June 1, 2023.

Please read “Note 6—Acquisitions” to our consolidated financial statements under Item 8 of this Form 10-K for more information.

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Increased redevelopment activity was the primary driver of the increase in costs.

Interest Expense and Financing Costs, Net .

For the year ended December 31, 2024, our interest expense and financing costs, net were approximately $82.8 million, an increase of $10.3 million compared to $72.5 million for the year ended December 31, 2023.

The increase was primarily due to higher outstanding debt balances and increased borrowings under our inventory financing agreements.

This activity was partially offset by a $12.8 million net decrease in inventory financing costs related to the refinancing of our inventory financing agreements in 2023 and 2024.

Please read “Note 13—Inventory Financing Agreements” and “Note 15—Debt” to our consolidated financial statements under Item 8 of this Form 10-K for further discussion on our inventory financing and indebtedness, respectively.

Debt extinguishment and commitment costs.

For the year ended December 31, 2024, our debt extinguishment and commitment costs were approximately $1.7 million in connection with the repricing of our Term Loan Credit Agreement, the termination of our LC Facility and the expiration of our Supply and Offtake Agreement in the second quarter of 2024.

For the year ended December 31, 2023, our debt extinguishment and commitment costs were approximately $19.2 million in connection with the refinancing of our long-term debt in the first quarter of 2023 and the termination of the Washington Refinery Intermediation Agreement in the fourth quarter of 2023.

For the year ended December 31, 2022, our Debt extinguishment and commitment costs were approximately $5.3 million and primarily represented extinguishment costs associated with the repurchase and cancellation of an additional $36.9 million of 12.875% Senior Secured Notes in the second quarter of 2022.

Please read “Note 15—Debt” to our consolidated financial statements under Item 8 of this Form 10-K for further discussion.

Equity Earnings from Laramie Energy, LLC.

For the year ended December 31, 2023, Equity earnings from Laramie Energy, LLC were $25.0 million.

Other expense, net.

For the year ended December 31, 2024, other expense was $1.9 million, an increase of $1.8 million compared to $0.1 million for the year ended December 31, 2023.

2024 activity was primarily due to $0.8 million of 2024 legal expenses unrelated to operating activities with no similar 2023 activity.

Equity earnings (losses) from Laramie Energy, LLC.

For the year ended December 31, 2024, equity losses from Laramie Energy, LLC were $0.3 million compared to $25.0 million of equity earnings for the year ended December 31, 2023.

For the year ended December 31, 2024, our proportionate share of Laramie Energy’s net loss was $6.8 million, partially offset by $6.5 million of accretion of the basis difference.

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

Our share of this distribution was $1.5 million.

For the year ended December 31, 2023, our proportionate share of Laramie Energy’s net income was $19.5 million, and the accretion of basis was $5.5 million.

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

Our share of this distribution was $10.7 million.

Effective February 21, 2023, we resumed the application of equity method accounting with respect to our investment in Laramie Energy.

In the fourth quarter of 2023 and due to Laramie Energy, LLC’s positive financial results, our share of net income from our investment in Laramie Energy exceeded our share of net losses recorded during the period that

equity method accounting was suspended, and we recorded equity earnings of $14.3 million.

There were no equity earnings from our investment in Laramie Energy, LLC, for the year ended December 31, 2022.

Please read “Note 4—Investment in Laramie Energy” to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Income Taxes.

For the year ended December 31, 2024, we recorded an income tax benefit of $5.7 million primarily due to a $5.5 million non-cash deferred tax benefit driven by our 2024 pre-tax losses.

For the year ended December 31, 2022, we recorded an Income tax expense of $0.7 million primarily driven by an increase in state taxable income and recording a valuation allowance against our net deferred tax assets.

Please read “Note 23—Income Taxes” to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Condensed Consolidating 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.

lenders party thereto.

The Term Loan Credit Agreement was co-issued by Par Petroleum Finance Corp.

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Due from related parties 579,579 — (579,579) —

Current note receivable from subsidiaries

60,000 — (60,000) —

Total current assets 658,472 1,703,951 (586,332) 1,776,091

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Goodwill — 124,679 2,597 127,276

Long term note receivable from subsidiaries

3,000 — (3,000) —

Other long-term assets — 174,385 22,647 197,032

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Commitments and contingencies

Noncontrolling interest

— — 40,976 40,976

Stockholders’ equity

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Total stockholders’ equity 1,454,820 708,200 (651,480) 1,511,540

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

Total liabilities, noncontrolling interest, and stockholders’ equity

$ 1,726,876 $ 3,488,076 $ (1,381,263) $ 3,833,689

As of December 31, 2024

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Acquisition and integration costs

4,335 — — 4,335

Par West redevelopment and other costs — 14,793 — 14,793

Loss (gain) on sale of assets, net 100 122 — 222

Other operating loss (gain), net 9 (7,229) — (7,220)

Total operating expenses 35,387 6,914,126 (23,621) 6,925,892

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Net income (loss) 369,391 358,774 (361,077) 367,088

Net loss attributable to noncontrolling interest — — (2,303) (2,303)

Net income attributable to Par Pacific stockholders $ 369,391 $ 358,774 $ (358,774) $ 369,391

Adjusted EBITDA $ (28,600) $ 633,897 $ 28,219 $ 633,516

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Acquisition and integration costs (2)

— 17,482 — 17,482

Par West redevelopment and other costs

— 12,548 — 12,548

Loss (gain) on sale of assets, net 30 (89) — (59)

Other operating loss (gain), net 100 122 — 222

Total operating expenses 35,226 7,903,320 (11,717) 7,926,829

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Net income (loss) (33,322) (12,861) 12,861 (33,322)

Net income attributable to noncontrolling interest — — — —

Net loss attributable to Par Pacific stockholders $ (33,322) $ (12,861) $ 12,861 $ (33,322)

Adjusted EBITDA $ (26,167) $ 242,913 $ 21,930 $ 238,676

8 unchanged sentences

General and administrative expense (excluding depreciation) 29,258 62,189 — 91,447

Equity earnings from refining and logistics investments

— — (11,844) (11,844)

Acquisition and integration costs (2)

2 unchanged sentences

— 11,397 — 11,397

Loss (gain) on sale of assets, net 27 (196) — (169)

Other operating loss (gain), net 30 (89) — (59)

Total operating expenses 30,906 7,532,699 (11,656) 7,551,949

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Equity earnings (losses) from subsidiaries 759,528 — (759,528) —

Equity earnings (losses) from Laramie Energy, LLC — — 24,985 24,985

Total other income (expense), net 759,548 (92,068) (734,180) (66,700)

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Net income (loss) 728,642 454,102 (454,102) 728,642

Net income attributable to noncontrolling interest — — — —

Net income attributable to Par Pacific stockholders $ 728,642 $ 454,102 $ (454,102) $ 728,642

Adjusted EBITDA $ (28,722) $ 709,613 $ 15,356 $ 696,247

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Adjusted EBITDA calculations.

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

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

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

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Net income (loss)

$ 369,391 $ 358,774 $ (361,077) $ 367,088

Inventory valuation adjustment

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Environmental obligation mark-to-market adjustments — (14,360) — (14,360)

Unrealized loss on derivatives — 42,485 — 42,485

Unrealized loss (gain) on derivatives — (26,309) — (26,309)

Par West redevelopment and other costs — 14,793 — 14,793

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Par's portion of accounting policy differences from refining and logistics investments (2,523) (2,523)

Loss (gain) on sale of assets, net 100 122 — 222

Other operating loss (gain), net

9 (7,229) — (7,220)

Depreciation and amortization 2,120 141,727 478 144,325

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Laramie Energy, LLC cash distributions to Par — — — —

Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments — — 6,144 6,144

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments — — 8,439 8,439

Equity losses (income) from subsidiaries (404,793) — 404,793 —

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Environmental obligation mark-to-market adjustments — (19,136) — (19,136)

Unrealized gain on derivatives — (49,690) — (49,690)

Unrealized loss on derivatives — 42,485 — 42,485

Par West redevelopment and other costs

6 unchanged sentences

— — 1,781 1,781

Loss (gain) on sale of assets, net 30 (89) — (59)

Par's portion of accounting policy differences from refining and logistics investments — — 3,856 3,856

Other operating loss (gain), net

100 122 — 222

Depreciation and amortization 1,636 129,766 188 131,590

3 unchanged sentences

— — (1,485) (1,485)

Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments — — 3,443 3,443

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments — — 6,144 6,144

Equity losses (income) from subsidiaries (1,975) — 1,975 —

8 unchanged sentences

Environmental obligation mark-to-market adjustments — (189,783) — (189,783)

Unrealized loss on derivatives — 9,336 — 9,336

Unrealized gain on derivatives — (49,690) — (49,690)

Par West redevelopment and other costs

— 11,397 — 11,397

Acquisition and integration costs — 17,482 — 17,482

2 unchanged sentences

492 1,293 — 1,785

Loss (gain) on sale of assets, net 27 (196) — (169)

Other operating loss (gain), net

30 (89) — (59)

Equity earnings from Laramie Energy, LLC, excluding cash distributions

— — (14,279) (14,279)

Depreciation and amortization 1,618 118,024 188 119,830

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24 71,968 (363) 71,629

Laramie Energy, LLC cash distributions to Par

— — (10,706) (10,706)

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

— — 3,443 3,443

Equity losses (income) from subsidiaries (759,528) — 759,528 —

Income tax expense (benefit) — 153,017 (268,353) (115,336)

Noncontrolling interest impact of non-GAAP adjustments

Adjusted EBITDA (1)

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________________________________________________________

(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.

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

(2) For the years ended December 31, 2025 and 2024, we incurred $0.8 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively.

For the year ended December 31, 2024, we incurred $0.8 million for a legal settlement unrelated to current operating activities.

Liquidity and Capital Resources

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

Our liquidity position as of December 31, 2024, was $613.7 million that consisted of $191.9 million of cash and cash equivalents and $421.8 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.

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

Our liquidity position as of December 31, 2025, was $914.6 million, consisting of $164.1 million of cash and cash equivalents and $750.5 million of availability under the ABL Credit Facility.

For the year ended December 31, 2025, we generated cash from operations of $445.3 million.

Please read the Cash Flows discussion below for information regarding additional sources and uses of cash for the fiscal year ended December 31, 2025.

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.

Please read the Cash Requirements section below for further information.

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.

Our expected cash inflows and cash requirements are subject to

the risks and uncertainties discussed in the Cautionary Statement Regarding Forward Looking Statements section of Item 1:

Business and, for further information, the “Operating Risks” section of “Item 1A.

Risk Factors”.

Significant Developments

On April 26, 2023, we terminated the prior ABL Credit Facility and entered into a new ABL Credit Facility.

On June 1, 2023, we closed the Billings Acquisition;

please read Note 5—Acquisitions to our consolidated financial statements under Item 8 of this Form 10-K for further information.

On July 26, 2023, we entered into the July 2023 S&O Amendment in connection with a new LC Facility.

On October 4, 2023, we entered into the Second Amendment to the ABL Credit Facility and terminated the Washington Refinery Intermediation Agreement.

On March 22, 2024, we amended our asset-based loan to permit expanding its capacity from $900 million to $1.4 billion as we planned for the refinancing of our Supply and Offtake Agreement.

On May 31, 2024, our Supply and Offtake Agreement with J.Aron expired and we entered into an Inventory Intermediation Agreement with Citi and a Joinder Agreement as a borrower to the ABL Credit Facility.

We also early terminated our LC Facility.

On November 25, 2024, we amended the Term Loan Credit Agreement to increase the size of the term loan from $550.0 million to $650.0 million.

On June 27, 2025, we entered into a RINs financing agreement with Citi (the “Product Financing Agreement”) to, among other things, provide funding to finance RINs;

borrowings under the agreement are not to exceed $450 million in the aggregate when combined with obligations under the Inventory Intermediation Agreement.

On October 2, 2025, we entered into an agreement with Wells Fargo (the “Renewables Intermediation Agreement”) to, among other things, provide funding to finance renewables feedstock.

On October 21, 2025, we completed the transaction to form the Hawaii Renewables joint venture with Alohi in which Alohi contributed $100.0 million in cash in exchange for a minority interest in Hawaii Renewables.

In connection with the Renewables Intermediation Agreement, on December 16, 2025, Hawaii Renewables entered into a Letter of Credit Facility Agreement (the “Renewables LC Facility Agreement”).

On December 17, 2025, we amended the Term Loan Credit Agreement to reduce the applicable margin by 50 basis points.

Please read “Note 5—Joint Venture”, “Note 13—Inventory Financing Agreements”, and “Note 15—Debt” to our consolidated financial statements under Item 8 of this Form 10-K for further information.

During the years ended December 31, 2025, 2024, and 2023, we had significant activity related to our inventory financing and debt agreements.

Please read “Note 13—Inventory Financing Agreements” and “Note 15—Debt” to our consolidated financial statements under Item 8 of this Form 10-K for further discussion of significant activity related to our inventory financing and debt agreements, respectively.

Other Sources of Liquidity

We may from time to time seek to retire or purchase our common stock through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, or otherwise.

Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.

Cash Requirements

We have various cash requirements stemming from investment strategies, contractual obligations, and financial commitments in the normal course of our operations and financing activities.

Contractual obligations include future cash payments required under existing contractual arrangements, such as debt and lease agreements.

These cash requirements and obligations may result from both general financing activities and from commercial arrangements that are directly related to our operating activities.

We also continue to seek strategic investments in business opportunities, however the amount and timing of those investments are not predictable.

Our known material cash requirements as of December 31, 2025, include the following and read “Note 15—Debt”, “Note 13—Inventory Financing Agreements”, and “Note 18—Leases” to our consolidated financial statements under Item 8 of this Form 10-K for our long-term commitments and further discussion:

Debt and Interest Payments.

Current and long-term debt includes the scheduled principal and interest payments related to our outstanding debt obligations and ABL Credit Facility.

Our estimated interest payments due for 2026 are $44.4 million and our total estimated undiscounted future interest payments will be $186.8 million on the debt obligations held as of December 31, 2025, and using interest rates in effect as of December 31, 2025.

Our estimated principal payments due for 2026 are $7.5 million and our total estimated undiscounted future principal payments are $814.8 million on the debt obligations held as of December 31, 2025.

Product Financing.

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

As of December 31, 2025, there were no product financing obligations under the Product Financing Agreement.

Renewables Financing.

On October 2, 2025, Hawaii Renewables entered into the Renewables Intermediation Agreement with Wells Fargo pursuant to which the parties agreed to a framework for entering into a series of Swap Transactions.

In connection with the Renewables Intermediation Agreement, on December 16, 2025, we entered into the Renewables LC Facility Agreement.

As of December 31, 2025, there were $31.3 million of outstanding obligations under the Renewables Intermediation Agreement with required cash outlays in the next twelve months and no letters of credit outstanding under the Renewables LC Facility.

Capital Expenditures and Turnaround Costs.

Our deferred turnaround costs and capital expenditures, including land and building purchases but excluding acquisitions, for the year ended December 31, 2025, totaled approximately $250.1 million and were primarily related to 2025 turnaround activities and related scheduled maintenance work at our Montana refinery, repair and replacement work related to our Wyoming operational incident, the Hawaii Renewables hydrotreater project, and other capital projects and sustaining maintenance at all of our refineries and other businesses.

Our capital expenditures and deferred turnaround costs budget for 2026 is approximately $190 to $220 million and primarily relates to the planned Hawaii and Wyoming refinery turnarounds and other scheduled maintenance, capital projects, and turnaround projects related to

regulatory compliance, information technology, and growth across each of our businesses with required cash outlays primarily expected in the next twelve months.

Operating Lease Liabilities.

Operating lease liabilities primarily include obligations associated with the lease of land, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products.

Please read “Note 18—Leases” to our consolidated financial statements under Item 8 of this Form 10-K for further discussion, including our related short- and long-term cash requirements.

Finance Lease Liabilities.

Finance lease liabilities primarily include obligations associated with the lease of retail facilities and vehicles.

Please read “Note 18—Leases” to our consolidated financial statements under Item 8 of this Form 10-K for further discussion, including our related short- and long-term cash requirements.

Purchase Commitments.

Purchase commitments primarily consist of contracts executed as of December 31, 2025, for the purchase of crude oil for use at our refineries that are scheduled for delivery in 2026.

As of December 31, 2025, we have non-cancelable material purchase commitments of $2.6 billion, with required cash outlays primarily expected in the next twelve months.

Environmental Matters.

Our operations are subject to extensive and periodically-changing federal, state, and local environmental laws and regulations including but not limited to air emissions, wastewater discharges, and solid and hazardous waste management activities.

Additionally, we have asset retirement obligations in the period in which we have a legal obligation, whether by government or regulatory action or contractual arrangement, to incur these costs and can make a reasonable estimate of the fair value of the liability.

Please read “Note 12—Asset Retirement Obligations” and “Note 19—Commitments and Contingencies” to our consolidated financial statements under Item 8 of this Form 10-K for more information, including estimated long term cash requirements.

Other Cash Commitments.

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 November 10, 2021, the Board authorized and approved a share repurchase program for up to $50 million of the currently outstanding shares of our common stock, with no specified end date.

On August 2, 2023, the Board approved expanding the Company’s share repurchase authorization from $50 million to $250 million.

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.

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Net cash used in investing activities (142,784) (133,994) (659,039)

Net cash provided by (used in) financing activities (36,961) (135,597) 13,407

Net cash used in financing activities (330,356) (36,961) (135,597)

Cash flows for the year ended December 31, 2025

Net cash provided by operating activities for the year ended December 31, 2025, was driven primarily by net income of $367.1 million, non-cash charges to operations of approximately $200.8 million, and net cash used for changes in operating

assets and liabilities of approximately $122.5 million.

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

• depreciation and amortization expenses of $144.3 million and

• a $100.4 million decrease in net deferred tax assets driven by our net income during the period,

partially offset by

• unrealized gain on derivatives contracts of $26.3 million and

• $26.3 million of non-cash equity earnings from our refining and logistics investments.

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

• a $255.7 million increase in RINs and environmental credits as a result of current year purchases and SREs received for the 2019 through 2024 compliance years,

• an increase in deferred turnaround assets of $101.2 million primarily driven by turnaround activities at the Montana refinery,

• a $94.8 million decrease in Accounts payable driven by timing and lower crude prices, and

• a $59.9 million decrease in Obligations under inventory financing agreements primarily related to decreases in the step-out liability driven by lower financed inventory volumes and prices,

partially offset by

• an increase in environmental credit obligations of $148.4 million driven by current period production,

• a $116.2 million decrease in inventories other than RINs and environmental credits primarily related to crude oil and feedstock inventories.

• an $84.7 million decrease in Accounts receivable primarily driven by timing of collections, and

• decrease in prepaid and other primarily driven by $31.6 million decrease in collateral posted with broker to support commodity derivative positions.

Net cash used in investing activities for the year ended December 31, 2025, consisted primarily of $148.9 million of additions to property, plant, and equipment driven by profit improvement and maintenance projects at our refineries, including our Hawaii renewable hydrotreater project, completed maintenance at our Montana refinery, and repair and replacement work related to our Wyoming operational incident, partially offset by $6.1 million of proceeds from the sale of assets, primarily related to the sale of property in Hawaii and Pacific Northwest retail stores.

Net cash used in financing activities was approximately $330.4 million for the year ended December 31, 2025, and consisted primarily of the following activities:

• net debt repayments of $332.5 million primarily driven by activity in our ABL Credit Facility and

• $123.9 million of common stock repurchases under the share repurchase program,

partially offset by

• the sale of subsidiary units in our Hawaii Renewables joint venture of $100.0 million.

Cash flows for the year ended December 31, 2024

Net cash provided by operating activities for the year ended December 31, 2024, was driven primarily by non-cash charges to operations of approximately $208.6 million, net cash used for changes in operating assets and liabilities of approximately $91.5 million, and a net loss of $33.3 million.

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• stock based compensation costs of $25.7 million, including $13.1 million related to the accelerated vesting of equity awards and modification of vested equity awards related to our CEO;

• dividends received from our refining and logistics investments of $13.1 million

• dividends received from our refining and logistic investments of $13.1 million,

partially offset by

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• $135.5 million in additions to property, plant, and equipment driven by maintenance projects at our refineries and various profit improvement projects.

Net cash used in financing activities was approximately $37.0 million for the year ended December 31, 2024, and consisted primarily of the following activities:

Net cash used in financing activities for the year ended December 31, 2024, was approximately $37.0 million and consisted primarily of the following activities:

• payments of $547.6 million related to the expiration of our Supply and Offtake Agreement and related deferred payment arrangement in the second quarter of 2024,

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Cash flows for the year ended December 31, 2023

Net cash provided by operating activities for the year ended December 31, 2023, was driven primarily by Net income of $728.6 million, non-cash earnings from operations of approximately $53.2 million, and net cash used for changes in operating assets and liabilities of approximately $96.3 million.

Net cash provided by operating activities for the year ended December 31, 2023, was primarily driven by net income of $728.6 million, non-cash earnings from operations of approximately $53.2 million, and net cash used for changes in operating assets and liabilities of approximately $96.3 million.

Non-cash earnings from operations consisted primarily of the following adjustments:

• depreciation and amortization expenses of $119.8 million,

• deprecation and amortization expenses of $119.8 million,

• debt commitment and extinguishment costs of $19.2 million, and

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• unrealized gain on derivatives contracts of $49.7 million,

• a gain of $25.0 million from our equity investment in Laramie Energy, and

• a gain of $25.0 million of our equity investment in Laramie Energy, and

• $11.8 million of non-cash equity earnings from our refining and logistics investments.

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

• a decrease in gross environmental credit obligations primarily related to the settlement of our 2020, 2021, and 2022 RINs obligations, and

• a decrease in gross environmental credit obligations primarily related tot the settlement of our 2020, 2021, and 2022 RINs obligations, and

• an increase in prepaid and other primarily driven by a $65.5 million increase in Advances to suppliers for crude purchases.

Net cash used in investing activities for the year ended December 31, 2023, consisted primarily of:

• $595.4 million used for the Billings Acquisition, and

• a $595.4 million used for the Billings Acquisition, and

• $82.3 million in additions to property, plant, and equipment driven by maintenance projects at our refineries and various profit improvement projects, including construction of a flagship retail store in Washington, improved crude processing equipment at our Hawaii refinery, a co-processing unit at our Tacoma refinery, and various IT infrastructure improvements,

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• net borrowings of debt of $145.1 million primarily driven by the refinancing and consolidation of our debt.

Cash flows for the year ended December 31, 2022

Net cash provided by operating activities for the year ended December 31, 2022, was primarily driven by Net income of approximately $364.2 million, non-cash charges to operations of approximately $127.6 million, and net cash used for changes in operating assets and liabilities of approximately $39.2 million.

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

• deprecation and amortization expenses of $99.8 million,

• stock based compensation costs of $9.4 million,

• unrealized loss on derivatives contracts of $9.3 million, and

• debt commitment and extinguishment costs of $5.3 million.

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

• net increases in our Supply and Offtake Agreement and Washington Refinery Intermediation Agreement obligations and accounts payable, and

• an increase in gross environmental credit obligations primarily related to current period production volumes and increases in RINs prices,

partially offset by

• net increases in our inventories and accounts receivable resulting from higher crude oil and refined product prices and higher inventory volumes at our Hawaii refinery, and

• an increase in prepaid and other primarily driven by a $34.7 million increase in Collateral posted with broker for derivative instruments.

Net cash used in investing activities for the year ended December 31, 2022, consisted primarily of:

• $53.0 million in additions to property, plant, and equipment driven by profit improvement and turnaround projects including crude recovery and debottlenecking projects at our Tacoma refinery, maintenance and tank replacements projects at our Wyoming refinery, and co-generation engine and tank conversion projects at our Hawaii refinery, and

• $35.5 million related to acquisitions, primarily comprised of a $30.0 million deposit on the Billings Acquisition and $5.5 million for a three-store expansion of our Washington retail footprint.

Net cash provided by financing activities for the year ended December 31, 2022, was approximately $13.4 million and consisted primarily of the following activities:

• net borrowings under the J.

Aron Discretionary Draw Facility and MLC receivable advances of $80.7 million,

partially offset by

• net repayments of debt of $62.0 million primarily driven by the partial repurchase and cancellation of our 7.75% Senior Secured Notes and 12.875% Senior Secured Notes, and

• repurchases of common stock of $7.8 million.

Cash Requirements

We have various cash requirements stemming from investment strategies, contractual obligations, and financial commitments in the normal course of our operations and financing activities.

Contractual obligations include future cash payments required under existing contractual arrangements, such as debt and lease agreements.

These cash requirements and obligations may result from both general financing activities and from commercial arrangements that are directly related to our operating activities.

We also continue to seek strategic investments in business opportunities, however the amount and timing of those investments are not predictable.

Our material cash requirements as of December 31, 2024 include:

Debt and Interest Payments.

Current and long-term debt includes the scheduled principal payments related to our outstanding debt obligations and ABL Credit Facility.

Our estimated interest payments due for 2025 are $51.2 million and our total estimated undiscounted future interest payments will be $260.3 million on the debt obligations held as of December 31, 2024, and using interest rates in effect as of December 31, 2024.

Please read Note 14—Debt to our consolidated financial statements under Item 8 of this Form 10-K for further discussion.

Debt Refinancing.

On February 28, 2023, we entered into the Term Loan Credit Agreement.

The proceeds were used to repurchase and cancel the then-outstanding 7.75% Senior Secured Notes and 12.875% Senior Secured Notes and terminate and repay all amounts outstanding under the Term Loan B Facility.

As a result of this refinancing, our debt maturity was extended from 2026 to 2030 and, using interest rates that were in effect at December 31, 2023, our estimated undiscounted future interest payments increased to $310 million.

On April 26, 2023, we terminated the prior ABL Credit Facility and entered into a new ABL Credit Facility.

On October 4, 2023, we terminated the Washington Refinery Intermediation Agreement in connection with the Second Amendment to the ABL Credit Facility that increased the borrowing base.

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

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

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

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

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

Aron that was terminated on May 31, 2024.

On November 25, 2024, we amended the Term Loan Credit Agreement to increase the size of the term loan from $550.0 million to $650.0 million.

Please read Note 12—Inventory Financing Agreements and Note 14—Debt to our consolidated financial statements under Item 8 of this Form 10-K for further discussion.

Capital Expenditures and Turnaround Costs.

Our deferred turnaround costs and capital expenditures, including land and building purchases but excluding acquisitions, for the year ended December 31, 2024, totaled approximately $209.0 million and were primarily related to the 2024 turnaround and related scheduled maintenance work at our Montana refinery, capital projects at our Hawaii and Tacoma refineries, our Retail businesses, and sustaining maintenance at each of our refineries.

Our capital expenditures and deferred turnaround costs budget for 2025 is approximately $210 to $240 million and primarily relates to scheduled maintenance, capital projects, and turnaround projects related to regulatory compliance, information technology, and growth across each of our businesses.

Operating Lease Liabilities.

Please read Note 17—Leases to our consolidated financial statements under Item 8 of this Form 10-K for further discussion.

Finance Lease Liabilities.

Finance lease liabilities primarily include obligations associated with the lease of retail facilities and vehicles.

Please read Note 17—Leases to our consolidated financial statements under Item 8 of this Form 10-K for further discussion.

Purchase Commitments.

Purchase commitments primarily consist of contracts executed as of December 31, 2024, for the purchase of crude oil for use at our refineries that are scheduled for delivery in 2025.

As of December 31, 2024, we have material purchase commitments of $3.4 billion, with required cash outlays primarily expected in the next twelve months.

Environmental Matters.

Please read Note 11—Asset Retirement Obligations and Note 18—Commitments and Contingencies to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Critical Accounting Estimates

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Please read “Note 8—Inventories” to our consolidated financial statements under Item 8 of this Form 10-K for additional information.

Crude oil held in storage tanks at, and certain crude oil in transit to, the Hawaii refinery are financed by Citi under procurement contracts.

Crude oil held in storage tanks at, and certain crude oil in transit to, the Hawaii refinery are financed by Citigroup Energy Inc.

(“Citi”) under procurement contracts.

The crude oil remains in the legal title of Citi and is stored in our storage tanks governed by a storage facilities agreement.

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The valuation of our repurchase obligation requires that we make estimates of the prices and differentials assuming settlement occurs at the end of the reporting period.

Please read Note 12—Inventory Financing Agreements to our consolidated financial statements under Item 8 of this Form 10-K for additional information regarding our Hawaii inventory financing agreement.

Under the Renewables Intermediation Agreement, Hawaii Renewables and Wells Fargo enter into a series of Swap Transactions on a monthly basis and Wells Fargo agrees to prepay a fixed amount to Hawaii Renewables, which is not to exceed $100 million.

Hawaii Renewables utilizes the funding received from the Swap Transactions to support our Renewable Fuels Facility’s operations.

Hawaii Renewables receives the title to and risk of loss of the renewable feedstocks beginning at the transfer point designated by the sourcing contracts.

Hawaii Renewables notifies Wells Fargo of changes in titled inventories and receives swap financing for the renewable feedstock inventory in transit or held in tank storage before consumption at the Renewable Fuels Facility and, following production, for the refined fuels inventory held in tank storage at our facility in Hawaii and agreed upon locations prior to sale.

We record the inventory owned by Hawaii Renewables with a corresponding obligation on our balance sheet in the amount we expect to pay to Wells Fargo for the swap settlements, based on the commodity rate changes on the inventory volumes underlying the fixed prepay amount received.

Please read “Note 13—Inventory Financing Agreements” to our consolidated financial statements under Item 8 of this Form 10-K for additional information regarding our Hawaii inventory financing agreement and Renewables Intermediation Agreement.

Fair Value Measurements

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In the fourth quarter of 2023, we analyzed projections for our future taxable income and the absence of objective negative evidence, such as a cumulative loss in recent years.

As a result of this analysis, we determined that we have sufficient positive evidence to release a majority of the valuation allowance against our federal net deferred tax assets and recognized a non-cash deferred tax benefit of $277.7 million for the year ended December 31, 2023.

We retain a partial valuation allowance on certain state deferred tax assets primarily as a result of apportionment factors from minimal activity in certain states impacting assessed likelihood of future realizability.

As a result of this analysis, we determined that we had sufficient positive evidence to release a majority of the valuation allowance against our federal net deferred tax assets and recognized a non-cash deferred tax benefit of $277.7 million for the year ended December 31, 2023.

We retained a partial valuation allowance on certain state deferred tax assets primarily as a result of apportionment factors from minimal activity in certain states impacting assessed likelihood of future realizability.

We will continue to reassess whether the balance of the valuation allowance is appropriate on a yearly basis and, given the totality of the facts and circumstances, both positive and negative, will adjust the remaining valuation allowance in future periods if the evidence supports doing so.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis