What changed in this filing

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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-28 · 569 added, 382 removed, 1878 unchanged (34% of the section changed)

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Disclosure controls and procedures are designed with the objective of ensuring that all information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (“Exchange Act”), such as this report, is recorded, processed, summarized, and reported within the time periods specified by the SEC.

In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2024, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

In connection with the preparation

of this Annual Report on Form 10-K, as of December 31, 2025, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of December 31, 2025.

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During the fiscal quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 105-1 trading arrangements as each term is defined in Item 408(a) of Regulation S-K.

Section 382 Ownership Limitations

The Company’s certificate of incorporation contains certain restrictions on the transfer and ownership of its common stock that are intended to assist in preserving the Company’s NOL carryforwards and certain other tax attributes under Section 382 of the Code.

Subject to limited exceptions, these provisions generally restrict transfers that would result in a person or group becoming a “5% shareholder” (as defined for purposes of Section 382) and require certain shareholders to provide notice to the Company as set forth in the certificate of incorporation.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2025.

On January 15, 2026, we made non-substantive updates to our Code of Business Conduct and Ethics that applies to all employees, executive officers, and directors.

The Code of Business Conduct and Ethics is available on our website at https://www.parpacific.com/code-business-conduct-and-ethics.

We intend to disclose any amendments to, or waivers of, the Code of Business Conduct and Ethics for directors or executive officers on our website.

EXECUTIVE COMPENSATION

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Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023.

Equity Contribution Agreement, dated as of July 21, 2025, by and among Hawaii Renewables, LLC, Par Pacific Holdings, Inc.

and Alohi Renewable Energy, LLC.

Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 21, 2025.

3.1 Restated Certificate of Incorporation of the Company dated October 20, 2015.

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Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2014.

4.2 Registration Rights Agreement effective as of August 31, 2012, by and among the Company, Zell Credit Opportunities Master Fund, L.P., Waterstone Capital Management, L.P., Pandora Select Partners, LP, Iam Mini-Fund 14 Limited, Whitebox Multi-Strategy Partners, LP, Whitebox Credit Arbitrage Partners, LP, HFR RVA Combined Master Trust, Whitebox Concentrated Convertible Arbitrage Partners, LP, and Whitebox Asymmetric Partners, LP.

Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 7, 2012.

4.3 First Amendment to Registration Rights Agreement dated as of December 19, 2018, by and among the Company and the holders party thereto.

Incorporated by reference to Exhibit 4.3 to the Company’s registration statement on Form S-3 filed on December 21, 2018.

Stockholders Agreement dated April 10, 2015.

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2018 Employee Stock Purchase Plan.

Incorporated by reference to Exhibit 5.1 to the Company’s registration statement on Form S-8 filed on June 23, 2023.****

Incorporated by reference to Exhibit 4 .

2 to the Company’s registration statement on Form S-8 filed on June 23, 2023.****

Second Amendment to Par Pacific Holdings, Inc.

2018 Employee Stock Purchase Plan.

Incorporated by reference to Exhibit 4 .

3 to the Company’s registration statement on Form S-8 filed on June 4, 2025.****

Form of Indemnification Agreement between the Company and its Directors and Executive Officers.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 19, 2012.****

10.8 Par Pacific Holdings, Inc.

(and subsidiaries) Incentive Compensation Plan.

Employment Offer Letter with William Monteleone dated September 25, 2013.

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10.10 Form of Award of Restricted Stock (Discretionary Long Term Incentive Plan).*****

Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on March 2, 2020.****

10.11 Form of Award of Performance Restricted Stock Units.

Incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on February 29, 2024.****

Form of Award of Performance Restricted Stock Units.

Form of Award of Restricted Stock Units.

Form of Nonstatutory Stock Option Agreement (Discretionary Long Term Incentive Plan).

Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed on February 27, 2023.

Form of Nonstatutory Stock Option Agreement (Discretionary Long Term Incentive Plan).*****

10.16 Par Petroleum (and subsidiaries) Incentive Compensation Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2015.****

10.12 Employment Offer Letter with William C.

Pate dated October 12, 2015.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 14, 2015.****

10.17 Employment Offer Letter with Richard Creamer dated March 29, 2022.

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10.21 Employment Offer Letter with Terrill Pitkin dated October 28, 2014.

Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on February 28, 2025.

10.22 Par Pacific Holdings, Inc.

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Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 6, 2025.

Amendment No.

3 to Term Loan Credit Agreement, dated as of December 1 7 , 2025, by and among Par Pacific Holdings, Inc., Par Petroleum, LLC, Par Petroleum Finance Corp., the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto.

Incorporated by reference to Exhibit 10.

1 to the Company’s Current Report on Form 8-K filed on December 19, 2025.

Asset-Based Revolving Credit Agreement, dated as of April 26, 2023, by and among Par Pacific Holdings, Inc., as Holdings, Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC and Par Rocky Mountain Midstream, LLC, as Borrowers, Wells Fargo Bank, National Association, as Agent, Issuing Bank, and Swing Lender, the lenders party thereto, as the Lenders, and the other issuing banks party thereto, as Issuing Banks, and Wells Fargo Bank, National Association, Bank of America, N.A., Goldman Sachs Bank USA, MUFG Bank, LTD and Fifth Third Bank, National Association, as Joint Lead Arrangers and Joint Bookrunners.

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Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 5, 2024.

14.1 Par Pacific Holdings, Inc.

Code of Business Conduct and Ethics for Employees, Executive Officers and Directors, effective December 3, 2015.

Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed March 3, 2016.

Letter Agreement dated June 27, 2025 amending the Inventory Intermediation Agreement dated as of May 31, 2024, by and between Par Hawaii Refining, LLC and Citigroup Energy, Inc.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2025.

Framework Agreement for Commodity Swap Transactions, dated as of October 2, 2025, by and between Hawaii Renewables, LLC and Wells Fargo Bank, N.A.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 3, 2025.

International Swaps and Derivatives Association Schedule to the 2002 ISDA Master Agreement, dated as of October 2, 2025, by and between Hawaii Renewables, LLC and Wells Fargo Bank, N.A.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 3, 2025.

Pledge and Security Agreement, dated as of October 2, 2025, by and between Hawaii Renewables, LLC and Wells Fargo Bank, N.A.

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 3, 2025.

Credit Support Annex to the Schedule to the ISDA 2002 Master Agreement, dated as of October 2, 2025, by and between Hawaii Renewables, LLC and Wells Fargo Bank, N.A.

Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 3, 2025.

Amended and Restated Pledge and Security Agreement, dated as of December 16, 2025, between Hawaii Renewables, LLC and Wells Fargo Bank, N.A.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 19, 2025.

Second Amended and Restated Limited Liability Agreement of Hawaii Renewables, LLC, dated as of October 21, 2025, by and among Hawaii Renewables, LLC, Hawaii Renewables Holdings, LLC, Alohi Renewable Energy LLC and, solely for the limited purposes set forth therein, Par Pacific Holdings, Inc.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 22, 2025.

19.1 Par Pacific Holdings, Inc.

Insider Trading Policy.

Incorporated by reference to Exhibit 19.1 to the Company’s Quarterly Report on Form 10- Q filed May 8, 2025.

21.1 Subsidiaries of the Registrant.*

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# Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K.

Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company undertakes to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

PAR PACIFIC HOLDINGS, INC.

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We have audited the accompanying consolidated balance sheets of Par Pacific Holdings, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in stockholders’ equity for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in stakeholders’ equity for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

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Critical Audit Matter Description

Management of the Company prepares and uses projected operational results (“Management’s Projections”) for various accounting analysis and considerations, including the annual goodwill impairment test of certain reporting

The development of Management’s Projections involves management making significant judgments and assumptions in estimating future cash flows, including assumptions related to future gross margins, operating expenses and levels of sustaining capital expenditures.

Given that the development of Management’s Projections requires management to make significant estimates related to assumptions, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent of effort.

Given that the development of Management’s Projections require management to make significant estimates related to assumptions, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

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Commitments and Contingencies (Note 19)

Noncontrolling interest

Stockholders’ equity

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Total stockholders’ equity 1,511,540 1,191,302

Total liabilities and stockholders’ equity $ 3,829,371 $ 3,863,950

Total liabilities, noncontrolling interest, and stockholders’ equity

$ 3,833,689 $ 3,829,371

See accompanying notes to consolidated financial statements.

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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

Income (loss) per share

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

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

Income (loss) attributable to Par Pacific stockholders per share

Basic $ 7.28 $ ( 0.59 ) $ 12.14

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Comprehensive income (loss) 368,458 ( 31,140 ) 728,687

Comprehensive income (loss) attributable to noncontrolling interest ( 2,303 ) — —

Comprehensive income (loss) attributable to Par Pacific stockholders

$ 370,761 $ ( 31,140 ) $ 728,687

See accompanying notes to consolidated financial statements.

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Deferred taxes 100,421 ( 2,559 ) ( 126,267 )

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

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

Stock-based compensation 16,599 25,704 11,633

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Capital expenditures ( 148,873 ) ( 135,540 ) ( 82,277 )

Proceeds from sale of assets 61 1,322 1,263

Proceeds from sale of assets and other 6,089 61 1,322

Return of capital from Laramie Energy, LLC — 1,485 10,706

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Exercise of stock options 613 1,514 17,129

Issuance of subsidiary units 100,000 — —

Proceeds from inventory financing agreements 55,398 203,074 —

Payments for termination of inventory financing agreements ( 382,143 ) ( 112,594 ) —

Repayments of inventory financing agreements ( 28,204 ) ( 382,143 ) ( 112,594 )

Payments for debt extinguishment and commitment costs and termination of inventory financing agreements ( 943 ) ( 1,247 ) ( 8,742 )

Other financing activities, net 2,356 2,308 1,646

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

Net increase (decrease) in cash, cash equivalents, and restricted cash ( 87,179 ) ( 215,480 ) 378,705

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

Net decrease in cash, cash equivalents, and restricted cash ( 27,803 ) ( 87,179 ) ( 215,480 )

Cash, cash equivalents, and restricted cash at beginning of period 192,267 279,446 494,926

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Taxes 4,490 ( 12,029 ) ( 6,099 )

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Non-cash investing and financing activities:

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(in thousands)

Additional Other

Common Stock Paid-In Accumulated Comprehensive Total

Shares Amount Capital Deficit Income Equity

Additional Accumulated Other Non-

Common Stock Paid-In Earnings Comprehensive Total controlling

Shares Amount Capital (Deficit) Income Equity Interest

Balance, January 1, 2023 60,471 $ 604 $ 836,491 $ ( 200,687 ) $ 8,129 $ 644,537 $ —

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Other comprehensive income — — — — 2,182 2,182 —

Net income — — — 728,642 — 728,642

Net loss — — — ( 33,322 ) — ( 33,322 ) —

Balance, December 31, 2024 55,265 552 884,548 295,846 10,356 1,191,302 —

Issuance of subsidiary units — — 56,721 — — 56,721 43,279

Issuance of common stock for employee stock purchase plan 93 — 2,772 — — 2,772 —

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Other comprehensive income — — — — 1,370 1,370 —

Net loss — — — ( 33,322 ) — ( 33,322 )

Net income — — — 369,391 — 369,391 ( 2,303 )

Balance, December 31, 2025 49,685 $ 497 $ 957,941 $ 541,376 $ 11,726 $ 1,511,540 $ 40,976

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

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

As of December 31, 2025, we owned a 46 % equity investment in Laramie Energy, LLC (“Laramie Energy”).

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As of December 31, 2025, through the Billings Acquisition (as defined in “Note 6—Acquisitions”), we own a 65 % and a 40 % equity investment in Yellowstone Energy Limited Partnership, (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively.

As of December 31, 2025, we also held a 63.5 % ownership interest in Hawaii Renewables, LLC (“Hawaii Renewables”).

Our Corporate and Other reportable segment primarily includes general and administrative costs.

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Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Par Pacific Holdings, Inc.

and its subsidiaries.

The consolidated financial statements are presented in our reporting currency, the U.S.

dollar, and include the accounts of Par Pacific Holdings, Inc., its wholly-owned subsidiaries, and its majority-owned subsidiaries in which we hold a controlling financial interest.

All intercompany balances and transactions have been eliminated in consolidation.

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Restricted cash relates to cash held at commercial banks to support certain ongoing bankruptcy recovery trust claims.

Allowance for Credit Losses

We are exposed to credit losses primarily through our sales of refined products.

Credit limits and/or prepayment requirements are set based on such factors as the customer’s financial results, credit rating, payment history, and industry and are reviewed annually for customers with material credit limits.

Credit allowances are reviewed at least quarterly based on

PAR PACIFIC HOLDINGS, INC.

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For the Years Ended December 31, 2025, 2024, and 2023

changes in the customer’s creditworthiness due to economic conditions, liquidity, and business strategy as publicly reported and through discussions between the customer and the Company.

Allowance for Credit Losses

We are exposed to credit losses primarily through our sales of refined products.

Credit allowances are reviewed at least quarterly based on changes in the customer’s creditworthiness due to economic conditions, liquidity, and business strategy as publicly reported and through discussions between the customer and the Company.

We establish provisions for losses on trade receivables based on the estimated credit loss we expect to incur over the life of the receivable.

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We value merchandise along with spare parts, materials, and supplies at average cost.

Crude oil held in storage tanks at the Hawaii refinery and certain crude oil in transit to be consumed by our Hawaii refinery are financed by Citi under the Inventory Intermediation Agreement as described in Note 12—Inventory Financing Agreements.

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

(“Citi”) under the Inventory Intermediation Agreement (as defined in “Note 13—Inventory Financing Agreements”).

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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Please read “Note 13—Inventory Financing Agreements” for further information.

Under the Renewables Intermediation Agreement (as defined in “Note 13—Inventory Financing Agreements”), Hawaii Renewables and Wells Fargo Bank, N.A.

(“Wells Fargo”) enter into a series of prepaid commodity swap transactions from time to time with respect to soybean oil and crude oil (“Swap Transactions”).

These swaps are settled on a monthly basis and a new series of swaps are entered into monthly.

Hawaii Renewables utilizes the funding received from the Swap Transactions to increase its liquidity for 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 renewable feedstocks and refined renewable fuels inventories 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.

Additionally, payments to Hawaii Renewables’ suppliers can be financed by the Renewables LC Facility (as defined in “Note 15—Debt”).

Please read “Note 13—Inventory Financing Agreements” and “Note 15—Debt” for further information.

We were a party to a supply and offtake agreement with J.

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Aron held title to the refined products stored in our storage tanks until they were sold to our retail locations or to third parties.

Additionally, certain of the crude oil utilized at the Hawaii refinery was also financed by the LC Facility as described in Note 12—Inventory Financing Agreements.

On May 31, 2024, our Supply and Offtake Agreement with J.Aron expired, we early terminated our LC Facility, and we entered into an Inventory Intermediation Agreement with Citi;

please read Note 12—Inventory Financing Agreements for further information.

We also financed certain inventories at our other refineries through our ABL Credit Facility;

please read Note 14—Debt for further information.

Additionally, certain of the crude oil utilized at the Hawaii refinery was also financed by the LC Facility (as defined in “Note 13—Inventory Financing Agreements”).

On May 31, 2024, our Supply and Offtake Agreement with J.

Aron expired, we early terminated our LC Facility, and we entered into an Inventory Intermediation Agreement with Citi.

We also financed certain inventories at our other refineries through our ABL Credit Facility (as defined in “Note 15—Debt”).

Please read “Note 13—Inventory Financing Agreements” and “Note 15—Debt” for further information.

We were a party to an intermediation arrangement (the “Washington Refinery Intermediation Agreement”) with Merrill Lynch Commodities, Inc.

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Oil & Refining Co., a wholly owned subsidiary, and certain affiliated entities (collectively, “U.S.

Oil”) purchased crude oil supplied from third-party suppliers and MLC provided credit support for certain crude oil purchases.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

purchased crude oil supplied from third-party suppliers and MLC provided credit support for certain crude oil purchases.

MLC’s credit support consisted of either providing a payment guaranty, causing the issuance of a letter of credit from a third-party issuing bank, or purchasing crude oil directly from third parties on our behalf.

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Environmental Credits and Obligations

Inventories also include Renewable Identification Numbers (“RINs”) and other environmental credits.

Our environmental credit assets, which include RINs and other environmental credits are purchased through the open market, State of Washington auctions, or obtained by purchasing biofuels.

When these biofuels are blended into our refined fuels, these credits, along with credits internally generated as part of our refining process, and purchased credits, are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and NRV as of the end of the reporting period.

Our renewable volume obligation and other environmental credit obligations to comply with the U.S.

Environmental Protection Agency (“EPA”) and the State of Washington’s regulations (as discussed in Note 18—Commitments and

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

Contingencies) are presented in Other accrued liabilities on our consolidated balance sheets and were historically measured at fair value as of the end of the reporting period.

Credits held in Inventories are retired against environmental credit obligations in the period in which they are remitted to the the relevant authority.

During the quarter ended December 31, 2023, we had a change in estimate in our valuation of our gross environmental credit obligations due to the settlement of all outstanding prior period environmental credit obligations (obligations associated with pre-2023 activities) and our prospective plan to use substantially all our RIN assets and other environmental credits to settle future environmental obligations.

Beginning in the fourth quarter of 2023, the portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits.

Inventories also include environmental credit assets that we have blended, purchased, or internally generated as part of our refining process.

Our environmental credit assets, which include Renewable Identification Numbers (“RINs”), Washington Climate Commitment Act (“Washington CCA”) Credits, Washington LCFS credits, sulfur credits, and benzene credits, are purchased through the open market, State of Washington auctions, or obtained by purchasing biofuels.

When these biofuels are blended into our refined fuels, these credits, along with credits internally generated and purchased credits, are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and NRV as of the end of the reporting period.

Our environmental credit obligations, including our renewable volume obligation (“RVO”), Washington CCA obligation, sulfur obligation, and benzene obligation, to comply with the U.S.

Environmental Protection Agency (“EPA”) and the State of Washington’s regulations (as discussed in “Note 19—Commitments and Contingencies”) are presented in Other accrued liabilities on our consolidated balance sheets and were historically measured at fair value as of the end of the reporting period.

Credits held in Inventories are retired against environmental credit obligations in the period in which they are remitted to the relevant authority.

During the quarter ended December 31, 2023, we had a change in estimate in our valuation of our gross environmental credit obligations due to the settlement of all outstanding prior period environmental credit obligations (obligations associated with pre-2023 activities) and our prospective plan to use substantially all our environmental credit assets to settle future environmental credit obligations.

The remainder of the estimated gross environmental credit obligation is recorded at the market price of environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period.

Under the previous valuation technique, our liability would have been $ 295.9 million as of December 31, 2023, and N et income would have been lower by $ 9.0 million for the year ended December 31, 2023.

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The net cost of environmental credits is recognized within Cost of revenues (excluding depreciation) on our consolidated statements of operations.

On August 22, 2025, the EPA announced decisions on various exemption petitions for the 2016 – 2024 compliance years and granted full and partial relief to certain refineries owned by Par Pacific.

As a result of our historical compliance with the Renewable Fuel Standard (the “RFS”) program, we received previously retired 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.

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 small refinery exemption (“SRE”) relief.

Equity Method Investments

Investment in Laramie Energy, LLC

Effective February 21, 2023, we accounted for our Investment in Laramie Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies.

Effective February 21, 2023, we account for our Investment in Laramie Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies.

Our proportionate share of the net income (loss) of this entity is included in Equity earnings (losses) from Laramie Energy, LLC in our consolidated statements of operations.

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Please read “Note 4—Investment in Laramie Energy” for further information.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

Refining and Logistics Investments

We account for our investments in YPLC and YELP using the equity method as we have the ability to exert significant influence over, but do not control, their operating and financial policies.

Our proportionate share of YELP’s and YELP’s net income and the depreciation of our basis differences are included in Equity earnings from refining and logistics investments on our consolidated statements of operations due to the significance of YELP’s cogeneration facilities to our Montana operations and reported as part of our refining segment.

In addition, our proportionate share of YELP’s net income (loss) is recorded on a one-month lag.

Our proportionate share of YPLC’s net income and the accretion of our basis difference are included in Equity earnings from refining and logistics investments on our consolidated statements of operations due to the significance of YPLC’s distribution services to our Montana operations and reported as part of our logistics segment.

Please read “Note 24—Segment Information” for further information on our reporting segments.

Property, Plant, and Equipment

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Simultaneously with our review of our property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment, we evaluate whether an abandonment has occurred.

Abandonment occurs either when a

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

business terminates its operations or an asset is no longer profitable to operate.

Abandonment occurs either when a business terminates its operations or an asset is no longer profitable to operate.

When the act of abandonment occurs, we write off the asset balance and any associated accumulated depreciation and record an impairment loss as needed.

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We do not separate lease and nonlease components of a contract.

Leases with an initial term of 12 months or less are not recorded on the balance sheet.

Leases with an initial

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

term of 12 months or less are not recorded on the balance sheet.

Finance lease ROU assets are presented within Property, plant, and equipment and operating lease ROU assets within Operating lease right-of-use assets on our consolidated balance sheets.

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If the carrying value exceeds the estimated fair value of the reporting unit, an impairment loss is recorded.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

Our intangible assets include relationships with customers, trade names, and trademarks.

Our intangible assets include relationships with customers, trade names, trademarks, and technology licenses.

These intangible assets are amortized over their estimated useful lives on a straight-line basis.

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Usually, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action.

Estimated liabilities are not discounted to present value and are presented within Other liabilities on our consolidated balance sheets.

Estimated liabilities are not discounted to

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

present value and are presented within Other liabilities on our consolidated balance sheets.

Environmental expenses are recorded in Operating expense (excluding depreciation) on our consolidated statements of operations.

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In addition, we may have other financial instruments, such as warrants or embedded debt features, that may be classified as liabilities when either (a) the holders possess rights to net cash settlement, (b) physical or net equity settlement is not in our control, or (c) the instruments contain other provisions that cause us to conclude that they are not indexed to our equity.

As of December 31, 2025, our embedded derivatives include our obligations to repurchase crude oil from Citi at the termination of the Inventory Intermediation Agreement and our unrealized obligations under the Renewables Intermediation Agreement.

As of December 31, 2024, our embedded derivative includes our obligations to repurchase crude oil from Citi at the termination of the Inventory Intermediation Agreement.

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As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2022, 2023, and 2024.

However, since we have NOL carryforwards, the IRS has the ability to make adjustments to items that originate in a year

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried.

However, since we have NOL carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried.

Therefore, in a year in which a NOL deduction is claimed, the IRS may examine the year in which the NOL was generated and adjust it accordingly for purposes of assessing additional tax in the year the NOL deduction was claimed.

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The fair value of the discount offered on the employee stock purchase plan is equal to 15 % of the market price of our common stock on the purchase date.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

Voting Interest Entities

Voting interest entities (“VOE”) provide equity investors voting rights which enable them to make significant decisions about an entity’s operations.

Under the VOE model, equity investors which hold the controlling financial interest in an entity should consolidate the entity.

We consolidate our majority-owned subsidiaries in which we hold a controlling financial interest, which is generally determined by ownership of a majority voting interest by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity or where we exercise control through contractual rights.

Noncontrolling Interests

We present ownership interests of consolidated subsidiaries that are held by parties other than the Company separately on our consolidated balance sheets in mezzanine equity.

We present the amount of net income attributable to the Company’s stockholders separate from that of the noncontrolling interest on the face of the consolidated statements of operations and our consolidated statement of changes in stockholders’ equity.

Please read “Note 20—Stockholders’ Equity” for further information.

Revenue Recognition

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We have consistently applied these valuation techniques for the periods presented.

The fair value of the derivatives related to the Citi repurchase obligation and the J.

Aron repurchase obligation, which was terminated on May 31, 2024, are and were measured, respectively, using estimates of the prices and differentials assuming settlement at the end of the reporting period.

Income (Loss) Per Share

Basic income (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding.

Basic and diluted EPS are computed taking into account the effect of participating securities.

The fair value of the derivatives related to the Citi repurchase obligation, Wells Fargo terminal obligation, and the J.

Aron repurchase obligation, the latter of which was terminated on May 31, 2024, are and were measured, respectively, using estimates of the prices and differentials assuming settlement at the end of the reporting period.

Income (Loss) Attributable to Par Pacific Stockholders Per Share

Basic income (loss) attributable to Par Pacific stockholders per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding.

Basic and diluted EPS attributable to Par Pacific Stockholders are computed taking into account the effect of participating securities.

Participating securities include restricted stock that has been issued but has not yet vested.

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dollar, which is our functional currency.

Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other income (expense), net, in the accompanying consolidated statement of operations in the period in which the currency exchange rates change.

Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other expense, net, in the accompanying consolidated statement of operations in the period in which the currency exchange rates change.

For the years ended December 31, 2025, 2024, and 2023, gains and losses resulting from changes in currency translations were immaterial.

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We are currently evaluating the impact of adopting the new guidance on filings subsequent to the effective date.

On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosure (Topic 740).

This ASU requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes.

It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold.

Additionally, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold.

The guidance in ASU 2023-09 is effective for fiscal years beginning after December 15, 2025.

This ASU therefore does not impact our 2024 Form 10-K.

Par will assess the impact of this ASU on our 2025 Form 10-K annual segment disclosures as part of our fiscal year 2025 procedures.

On September 18, 2025, the FASB Issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

This ASU requires companies to disclose all software costs capitalized under ASC 350-40 in accordance with property, plant and equipment disclosure requirements under ASC 360-10, The amendments in this ASU are effective for annual and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We are currently evaluating the impact of adopting the new guidance on filings subsequent to the effective date.

Accounting Principles Adopted

On December 31, 2025, we adopted No.

ASU 2023-09, Improvements to Income Tax Disclosure (Topic 740).

Please read “Note 23—Income Taxes” for further information on the additional disclosures.

On December 31, 2024, we adopted ASU No.

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Please read “Note 24—Segment Information” for further information on the additional disclosures.

On January 1, 2022, we adopted ASU No.

2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) .

This ASU changes accounting for recording contract assets and liabilities acquired in a business combination to improve comparability and consistency.

During the Billings Acquisition in June 2023, no contract assets or liabilities were acquired, thus our adoption of ASU 2021-08 did not have an impact on our financial condition, results of operations, and cash flows.

On January 1, 2022, we adopted ASU No.

2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”).

This ASU defines supplier finance programs and establishes new disclosure requirements for such programs.

For programs meeting that definition, this ASU requires annual disclosures of key terms, obligations, and certain information related to these programs.

Interim disclosure of the amount of outstanding obligations is also required.

Par’s inventory financing agreements do not meet all the necessary criteria within scope of this ASU, therefore our adoption of ASU 2022-04 did not have a material impact on our financial condition, results of operations, and cash flows.

Note 3—Refining and Logistics Equity Investments

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

We account for our investment in YELP using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies.

Our proportionate share of YELP’s net income and the depreciation of our basis difference are included in Equity earnings from refining and logistics investments on our consolidated statements of operations due to the significance of YELP’s cogeneration facilities to our Montana operations and reported as

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

part of our refining segment.

Please read Note 23—Segment Information for further information on our reporting segments.

Our proportionate share of YELP’s net income (loss) is recorded on a one-month lag.

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

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Beginning balance $ 57,167 $ 59,824

Acquisition of investment — 58,019

Equity earnings from YELP

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Yellowstone Pipeline Company

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

On June 1, 2023, we completed the Billings Acquisition (as defined in “Note 6—Acquisitions”) and acquired a 40 % ownership interest in YPLC.

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

We account for our ownership interest in YPLC using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies.

Our proportionate share of YPLC’s net income and the accretion of our basis difference is included in Equity earnings from refining and logistics investments on our consolidated statements of operations due to the significance of YPLC’s distribution services to our Montana operations and reported as part of our logistics segment.

Please read Note 23—Segment Information for further information on our reporting segments.

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

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Beginning balance $ 29,144 $ 27,662

Acquisition of investment — 28,581

Equity earnings from YPLC

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The balance of our investment in Laramie Energy was $ 35.8 million and $ 12.5 million as of December 31, 2025, and December 31, 2024, respectively.

Prior to February 21, 2023, Laramie Energy had a term loan agreement which provided a term loan secured by a lien on its natural gas and crude oil properties and related assets.

Under the terms of the term loan, Laramie Energy was generally prohibited from making future cash distributions to its owners, including us, except for certain permitted tax distributions.

On February 21, 2023, Laramie Energy entered into a term loan agreement which provides a $ 205 million first lien term loan facility with $ 160.0 million funded at closing and an optional $ 45 million delayed draw commitment, subject to certain terms and conditions.

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

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

On March 1, 2023, pursuant to its new term loan agreement, Laramie Energy made a one-time cash distribution to its owners, including us, based on ownership percentage.

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$ 35,806 $ 12,498

Note 5—Joint Venture

Renewable Fuels Facility Joint Venture

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

On July 21, 2025, we and Hawaii Renewables, a majority-owned subsidiary of the Company, 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 new renewables 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 and working capital to Hawaii Renewables with a carrying value of $ 88.5 million and Alohi contributed $ 100.0 million in cash in exchange for a minority interest.

The net assets we contributed were not remeasured at fair value, and no goodwill was recognized, as we controlled Hawaii Renewables both before and after the transaction with Alohi.

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.

We account for Hawaii Renewables under the VOE model and consolidate its financial results.

The economic interest held by Alohi is recorded as a noncontrolling interest on our consolidated balance sheets.

Our proportionate share of Hawaii Renewables’ net income or loss is reflected in our refining segment on our consolidated statements of operations.

Please read “Note 24—Segment Information” for further information on our reporting segments .

Noncontrolling Interest

On July 21, 2025, we and Hawaii Renewables, a majority-owned subsidiary of the Company, entered into the Equity Contribution Agreement with Alohi to establish Hawaii Renewables as a joint venture.

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

At the closing of the transaction, Alohi contributed $ 100.0 million in cash in exchange for newly issued units, resulting in Alohi holding a 36.5 % ownership interest, or a noncontrolling interest (“NCI”).

Under the Equity Contribution Agreement, Alohi:

(a) holds the right, in its sole discretion and without contingency, to exercise a put option requiring that we purchase all of the units held by Alohi for an aggregate purchase price of one dollar,

(b) is afforded a put right in certain instances of gross negligence, willful misconduct, or fraud that result in the breach of material agreements as outlined in the Equity Contribution Agreement and would require us to purchase all units held by Alohi at a per unit purchase price equal to the termination put price on the date the right is exercised, and

(c) is afforded exit rights in cases of the renewable fuels manufacturing facility not achieving commercial readiness within the contractually-set period, force majeure, and certain other material events, which are contingent in nature.

Due to the nature of the features described above, we determined the NCI is redeemable and we have presented the noncontrolling interest as mezzanine equity on our consolidated balance sheets and our consolidated statement of changes in stockholders’ equity.

We record the redeemable NCI at no less than the greater of the carrying amount or the contractual redemption value at each reporting date.

No accretion was recorded for the period ended December 31, 2025.

We do not consider any of the put or exit rights described above to be probable as of December 31, 2025, as Alohi has not exercised or indicated its intent to exercise its put option and none of the contingent events have occurred.

The redemption rights were issued concurrently with the Alohi’s ownership interest and cannot be legally separated or transferred independently and require surrender of all the units upon exercise.

Note 6— Acquisitions

Billings Acquisition

On October 20, 2022, we and our subsidiaries Par Montana, LLC (“Par Montana”) and Par Montana Holdings, LLC (“Par Montana Holdings”), entered into an equity and asset purchase agreement (as amended to include Par Rocky Mountain Midstream, LLC, the “Purchase Agreement”) with Exxon Mobil Corporation, ExxonMobil Oil Corporation, and ExxonMobil Pipeline Company LLC (collectively, the “Sellers”) to purchase (i) the high-conversion, complex refinery located in Billings, Montana and certain associated distribution and logistics assets, (ii) the Sellers’ 65 % limited partnership equity interest in YELP, and (iii) the Sellers’ 40 % equity interest in YPLC for a base purchase price of $ 310.0 million plus the value of hydrocarbon inventory and adjusted working capital at closing (collectively, the “Billings Acquisition”).

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

YELP, and (iii) the Sellers’ 40 % equity interest in YPLC for a base purchase price of $ 310.0 million plus the value of hydrocarbon inventory and adjusted working capital at closing (collectively, the “Billings Acquisition”).

The Billings Acquisition enhances our fully integrated downstream network in the upper Rockies and PNW.

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The Company funded the Billings Acquisition with cash on hand and borrowings from the ABL Credit Facility (as defined in “Note 15—Debt”).

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

We accounted for the Billings Acquisition as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition.

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As of March 31, 2024, we finalized the Billings Acquisition purchase price allocation.

We incurred $ 10.4 million and $ 3.4 million of acquisition costs related to the Billings Acquisition for the years ended December 31, 2023 and 2022, respectively.

We incurred $ 10.4 million of acquisition costs related to the Billings Acquisition for the year ended December 31, 2023.

These costs are included in Acquisition and integration costs on our consolidated statements of operations.

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These pro forma results were based on estimates and assumptions that we believe are reasonable.

The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the Billings Acquisition been effective as of the dates presented, nor is it indicative of future operating results of the combined company.

Pro forma adjustments include (i) incremental depreciation resulting from the estimated fair value of property, plant, and equipment acquired, (ii) transaction costs which were shifted from the year ended December 31, 2023 to the year ended December 31, 2022 , (iii) elimination of historical transactions between Par and the Montana assets, and (iv) incremental income tax expense at Par’s effective income tax rate, adjusted for non-recurring items, on the pre-tax pro forma results.

Northwest Retail Expansion

On December 2, 2022, we purchased three retail stores in Washington, for total consideration of $ 5.5 million (the “Northwest Retail Expansion”).

We accounted for the Northwest Retail Expansion as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition.

Of the total purchase price of $ 5.5 million, $ 2.0 million was allocated to property, plant, and equipment, $ 0.8

PAR PACIFIC HOLDINGS, INC.

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For the Years Ended December 31, 2025, 2024, and 2023

million was allocated to lease valuation, and $ 0.5 million was allocated to inventory.

We recognized $ 2.1 million in goodwill attributable to opportunities expected to arise from expanding our operations.

During the year ended December 31, 2023, $ 50 thousand of the 2022 purchase payment was refunded to us;

the refund was accounted for as a reduction of goodwill.

We incurred $ 0.3 million of acquisition costs related to the Northwest Retail Expansion for the year ended December 31, 2022.

These costs are included in Acquisition and integration costs on our consolidated statement of operations.

Note 7— Revenue Recognition

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

Titled Inventory Inventory Intermediation Agreement (1)

Supply and Offtake Agreement (1) Total

Titled Inventory Inventory Financing Agreements (1) Total

December 31, 2025

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Inventories valued on the LIFO method were approximately 28 % and 22 % of total inventories at December 31, 2025 and 2024, respectively.

As of December 31, 2024, and 2023, there was $ 2.3 million reserved and no reserve recorded for the lower of cost or net realizable value of inventory, respectively.

As of December 31, 2025 and 2024, there was $ 2.1 million and $ 2.3 million reserved for the lower of cost or net realizable value of inventory, respectively.

As of December 31, 2025 and 2024, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 9.1 million and $ 31.9 million, respectively.

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

Advances to suppliers for crude purchases $ — $ 65,531

Collateral posted with broker for derivative instruments (1) $ 7,016 $ 38,618

Prepaid insurance 18,999 19,718

Deferred financing costs 1,568 —

Derivative assets 32,211 12,855

Prepaid environmental credits — 20,756

Other 10,374 21,336

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Balance at December 31, 2023 129,275

Acquisition —

Divestitures —

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________________________________________________________

(1) Please read Note 5—Acquisitions for further discussion.

(2) In December 2022, we purchased three retail stores in Washington.

$ 50 thousand of the 2022 payment was refunded to us in 2023;

the refund was accounted for as a reduction of goodwill.

Please read Note 5—Acquisitions for further discussion.

(1) In December 2025, we disposed of four retail stores in the Pacific Northwest and recognized charges for the goodwill associated with these assets.

The gross carrying value of goodwill was $ 205.0 million as of December 31, 2024 and 2025.

We had cumulative charges related to divestitures of approximately $ 75.7 million as of December 31, 2022, 2023 and 2024, respectively.

We had cumulative charges related to divestitures of approximately $ 75.7 million, $ 75.7 million, and $ 77.7 million as of December 31, 2023, 2024, and 2025, respectively.

PAR PACIFIC HOLDINGS, INC.

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Customer relationships 32,064 32,064

Technology licenses

Other 261 261

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Customer relationships ( 24,408 ) ( 23,516 )

Technology licenses

Total accumulated amortization ( 30,061 ) ( 29,072 )

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Customer relationships 7,656 8,548

Technology licenses

Other 261 261

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Amortization expense was approximately $ 1.0 million, $ 1.4 million and $ 2.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Our intangible assets related to customer relationships and trade names have an average useful life of 13.5 years.

Our intangible assets related to customer relationships, trade names, and technology licenses have an average useful life of 19.8 years.

Expected amortization expense for each of the next five years and thereafter is as follows (in thousands):

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Revision in estimate 437 — —

Liabilities settled during period — — ( 89 )

Ending balance $ 19,370 $ 17,709 $ 16,340

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Note 13— Inventory Financing Agreements

The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands):

Inventory Intermediation Agreement

Supply and Offtake Agreement — 594,362

LC Facility due 2024

Obligations under inventory financing agreements $ 194,198 $ 594,362

Inventory Intermediation Agreement

On May 31, 2024, Par Hawaii Refining, LLC (“PHR“), our wholly owned subsidiary, entered into an inventory intermediation agreement with Citigroup Energy Inc.

(“Citi”) (the “Inventory Intermediation Agreement”) to support our Hawaii refining operations.

On May 31, 2024, Par Hawaii Refining, LLC (“PHR”), our wholly owned subsidiary, entered into an inventory intermediation agreement with Citi (the “Inventory Intermediation Agreement”) to support our Hawaii refining operations.

Pursuant to the Inventory Intermediation Agreement, Citi will finance and hold title to crude oil in storage tanks and certain crude oil in transit to be consumed by PHR’s refinery located in Kapolei, Hawaii (the “Hawaii Refinery”).

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

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

The net cash proceeds of $ 203.1 million, presented as Proceeds from inventory financing agreements in our consolidated statement of cash flows for the year ended December 31, 2024, were used to settle a portion of PHR’s outstanding obligations under the prior J.

Aron intermediation agreement.

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The Inventory Intermediation Agreement also requires PHR to comply with certain covenants that restrict PHR’s ability to take certain actions, including certain limitations on PHR’s ability to incur debt and grant liens.

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

As of December 31, 2025 and 2024, there were $ 130.2 million and $ 194.2 million of outstanding obligations under the Inventory Intermediation Agreement, respectively.

Product Financing Agreement

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

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

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

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

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

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

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

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

Renewables Intermediation Agreement

On October 2, 2025, Hawaii Renewables entered into a Framework Agreement for Commodity Swap Transactions (the “Renewables Intermediation Agreement”) with Wells Fargo pursuant to which the parties agreed to a framework for entering into a series of swap transactions to support our renewable fuels facility operations.

Under the Renewables Intermediation Agreement, Hawaii Renewables and Wells Fargo will enter into a series of commodity swap transactions on a monthly basis and Wells Fargo will agree to prepay a fixed amount not to exceed $ 100 million to Hawaii Renewables.

The net initial prepayment of $ 27.2 million from Wells Fargo was presented as Proceeds from inventory financing agreements in our consolidated statement of cash flows.

As of December 31, 2025, there were $ 31.3 million of outstanding obligations under the Renewables Intermediation Agreement.

The Renewables Intermediation Agreement has an initial term of one-year and will automatically renew for additional one-year terms unless either party terminates the Renewables Intermediation Agreement after the initial term by providing at least 90 days notice to the other party.

Par guarantees Hawaii Renewables’ obligations under the Renewables Intermediation Agreement and certain other related agreements pursuant to an unsecured guaranty.

In connection with the Renewables Intermediation Agreement, on October 2, 2025, Hawaii Renewables entered into a Pledge and Security Agreement with Wells Fargo (“Pledge and Security Agreement”), pursuant to which Hawaii Renewables granted Wells Fargo a security interest in certain collateral, to secure the obligations of Hawaii Renewables under the Renewables Intermediation Agreement.

On December 16, 2025, we entered into an amendment to the Pledge and Security Agreement to, among other things, revise the scope of the collateral and certain other terms and conditions.

The Renewables Intermediation Agreement also requires Hawaii Renewables to comply with certain covenants with respect to Hawaii Renewables’ commodity inventory, storage requirements, insurance, inventory reports, records, and inspection of sites.

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

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

We record the inventory owned by Hawaii Renewables at the lower of cost and net realizable value.

Monthly, we record a related liability in an amount equal to the amount we expect to pay to settle the Swap Transactions with Wells Fargo based on the commodity rate changes on the inventory volumes underlying the fixed prepay amount received.

In connection with the Renewables Intermediation Agreement, on December 16, 2025, we entered into a Renewables LC Facility Agreement (as defined in “Note 15—Debt”).

Please read “Note 15—Debt” for further information.

Supply and Offtake Agreement

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We also paid a discretionary draw availability fee equal to 0.75 % of the unused capacity under the Discretionary Draw Facility.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

On May 31, 2024, the Supply and Offtake Agreement expired, the J.

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Aron obligation and Discretionary Draw Facility remaining obligations, respectively.

These payments are presented within Payments for termination of inventory financing agreements and Net borrowings (repayments) of deferred payment arrangements and receivable advances in our consolidated statement of cash flows.

In connection with the termination of the Supply and Offtake Agreement, we recognized termination costs of $ 0.2 million, which are recorded in Debt extinguishment and commitment costs on our consolidated statements of operations for the year ended December 31, 2024.

As of December 31, 2024, there were no outstanding obligations under the Supply and Offtake Agreement.

Prior to May 31, 2024, under the Supply and Offtake Agreement, we paid or received certain fees from J.

Aron based on then-changes in market prices over time.

In 2022, we entered into multiple contracts to fix certain market fees for the month of March 2022 for $ 4.5 million.

For the years ended December 31, 2024, and 2023, we did not enter into any contracts to fix market fees related to our Supply and Offtake Agreement.

The amount due to or from J.

Aron was recorded as an adjustment to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement.

We recognized fixed market fees of $ 8.8 million for the years ended December 31, 2022, which were included in Cost of revenues (excluding depreciation) on our consolidated statements of operations.

We did not recognize any fixed market fees due for the years ended December 31, 2024, and 2023.

These payments are presented within Repayments of inventory financing agreements and Net borrowings (repayments) of deferred payment arrangements and receivable advances in our consolidated statement of cash flows for the year ended December 31, 2024.

In connection with the

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

termination of the Supply and Offtake Agreement, we recognized termination costs of $ 0.2 million, which were recorded in Debt extinguishment and commitment costs on our consolidated statements of operations for the year ended December 31, 2024.

LC Facility due 2024

19 unchanged sentences

Oil to MLC, the payment of certain fees by U.S.

Oil to MLC, and the satisfaction of other conditions precedent specified in the Wind-Down Agreement, MLC released all of its liens and security

Oil to MLC, and the satisfaction of other conditions precedent specified in the Wind-Down Agreement, MLC released all of its liens and security interests in all collateral, and MLC and U.S.

Oil terminated the First Lien ISDA Agreement, Collateral Agreement, and all other guarantee and collateral documents, other than certain surviving obligations and certain other obligations which specifically continue under the terms of the Wind-Down Agreement.

In connection with the Wind-Down Agreement, we recognized termination fees of $ 1.5 million, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023.

The cash paid to settle the obligation is included in Repayments of inventory financing agreements in our consolidated statements of cash flows for the year ended December 31, 2023.

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2025, 2024, and 2023

interests in all collateral, and MLC and U.S.

The cash paid to settle the obligation is included in Payments for termination of inventory financing agreements in our consolidated statements of cash flows for the year ended December 31, 2023.

As of December 31, 2024, and 2023, there were no outstanding obligations under the Washington Refinery Intermediation Agreement.

The following table summarizes our outstanding borrowings, letters of credit, and contractual undertaking obligations under the intermediation agreements (in thousands):

Discretionary Draw Facility

Outstanding borrowings (1)

$ — $ 165,459

Borrowing capacity

LC Facility due 2024

Outstanding borrowings — —

Borrowing capacity — 120,000

LC Facility issued letters of credit — 13,000

______________________________________________________

(1) Borrowings outstanding under the Discretionary Draw Facility were included in Obligations under inventory financing agreements on our consolidated balance sheets.

Changes in the borrowings outstanding under these arrangements were included within Cash flows from financing activities on our consolidated statements of cash flows.

The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands):

Year Ended December 31,

4 unchanged sentences

Interest expense and financing costs, net 1,328 775 —

Product Financing Agreement

Interest expense and financing costs, net 317 — —

Renewables Intermediation Agreement

Inventory intermediation fees (1) 414 — —

Interest expense and financing costs, net 467 — —

Supply and Offtake Agreement

7 unchanged sentences

___________________________________________________

(1) Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $ 11.8 million for the year ended December 31, 2024.

Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 13.5 million, $ 13.5 million, and $ 63.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

(1) Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $ 16.1 million and $ 11.8 million for the years ended December 31, 2025 and 2024, respectively.

Inventory intermediation fees under the Renewables Intermediation Agreement include immaterial market structure fees for the year ended December 31, 2025.

Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 13.5 million for each of the years ended December 31, 2024 and 2023.

There were no inventory intermediation fees under the Supply and Offtake Agreement for the year ended December 31, 2025.

Prior to termination, the Supply and Offtake Agreement and the Washington Refinery Intermediation Agreement also provided us with the ability to economically hedge price risk on our inventories and crude oil purchases.

3 unchanged sentences

Accrued payroll and other employee benefits $ 42,034 $ 34,130

Gross environmental credit obligations (1) 231,982 286,904

Environmental credit obligations (1)

380,390 231,982

Derivative liabilities

1 unchanged sentence

Deferred revenue

16,247 15,220

Other 24,154 42,281

2 unchanged sentences

(1) Please read “Note 17—Fair Value Measurements” for further information.

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

A portion of these obligations are expected to be settled with our RINs assets and other environmental credits, which are presented as Inventories on our consolidated

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

balance sheet and are stated at the lower of cost or net realizable value.

The carrying costs of these assets were $ 450.7 million and $ 195.0 million as of December 31, 2025 and 2024, respectively.

1 unchanged sentence

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

Renewables LC Facility due 2026

ABL Credit Facility due 2028

13 unchanged sentences

As of December 31, 2025, and December 31, 2024, we had $ 44.5 million and $ 110.2 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively.

As of December 31, 2025, we had no letters of credit outstanding under the Renewables LC Facility, as defined below.

We had $ 85.9 million and $ 57.1 million in surety bonds outstanding as of December 31, 2025, and December 31, 2024, respectively.

Under the Renewables LC Facility, the ABL Credit Facility, and the Term Loan Credit Agreement, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions.

Renewables LC Facility due 2026

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”) with Wells Fargo, pursuant to which Wells Fargo agreed, in its sole discretion, to consider issuing documentary letters of credit for the account of Hawaii Renewables in the maximum available amount of $ 25.0 million in the aggregate (the “Renewables LC Facility”).

Proceeds of drawings under such letters of credit will be used to make payments to Hawaii Renewables’ suppliers of renewables feedstock when due and payable under the respective supply contracts.

The Renewables LC Facility will mature, and the obligations thereunder will terminate on December 16, 2026.

As of December 31, 2025, we had no letters of credit outstanding under the Renewables LC Facility .

The revolving credit loans under the Renewables LC Facility bear interest at a SOFR rate plus the applicable margin of 1.50 %, payable in arrears on the first business day of each March, June, September, and December, as more particularly described in the Renewables LC Facility Agreement.

Hawaii Renewables has agreed to pay certain fees and commissions with respect to letters of credit under the Renewables LC Facility, including, but not limited to, (i) a fronting fee for each letter of credit equal to 0.100 % of the original

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2025, 2024, and 2023

Under the ABL Credit Facility and the Term Loan Credit Agreement, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions.

face amount of such letter of credit, (ii) with respect to each letter of credit, a letter of credit fee in an amount equal to 1.250 % per annum, (iii) an unused line fee equal to 0.375 % per annum, and (iv) such other customary commissions, fees and charges imposed by, and such other expenses incurred by, Wells Fargo, as more particularly described in the Renewables LC Facility Agreement.

Each such fees are payable in arrears on the first business day of each March, June, September, and December and on the date on which all obligations of Hawaii Renewables are repaid in full and the Renewables Intermediation Agreement terminates.

The Renewables LC Facility also requires Hawaii Renewables to comply with covenants that restrict Hawaii Renewables’ ability to take certain actions.

ABL Credit Facility due 2028

12 unchanged sentences

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

As of December 31, 2024, the ABL Credit Facility had $ 483 million outstanding in revolving loans and a borrowing base of approxi mately $ 1.0 billion.

As of December 31, 2025, the ABL Credit Facility had $ 175 million outstanding in revolving loans and a borrowing base of approximately $ 1.0 billion.

The ABL Credit Facility will mature and the commitments thereunder will terminate on April 26, 2028.

19 unchanged sentences

Pursuant to the Term Loan Credit Agreement, the Lenders made an initial senior secured term loan in the principal amount of $ 550.0 million at a price equal to 98.5 % of its face value.

The initial loan bears interest at SOFR, as defined below.

The initial loan bore interest at SOFR, plus the applicable margin of 4.25 % and base rate, plus applicable margin of 3.25 %;

all rates are as defined below.

The net proceeds were used to refinance our Term Loan B Facility and repurchase our outstanding 7.75 % Senior Secured Notes and 12.875 % Senior Secured Notes and any remaining net proceeds were used for general corporate purposes.

12 unchanged sentences

2 to Term Loan Credit Agreement that will be amortized over the remaining term.

On December 17, 2025, the Term Loan Credit Agreement was amended by the Amendment No.

3 to Term Loan Credit Agreement (“Amendment No.

3 to Term Loan Credit Agreement”).

Amendment No.

3 to Term Loan Credit Agreement provided for, among other things, a reduction in the Applicable Margin under the Term Loan Credit Agreement by 50 basis points, such that base rate loans and SOFR loans will bear interest at the applicable base rate plus 2.25 % and 3.25 %, respectively.

We recognized an aggregate of $ 1.1 million in debt modification costs in connection with the refinancing, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2025.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

The Term Loan Credit Agreement bears interest at a fluctuating rate per annum equal to either a SOFR rate or base rate “Base Rate”, provided that the Base Rate shall not be below 1.5 %, as defined in the Term Loan Credit Agreement.

6 unchanged sentences

• a rate as announced by Wells Fargo (the “Prime Rate”).

The Term Loan Credit Agreement requires quarterly payments of $ 1.6 million on the last business day of each March, June, September and December, commencing on June 30, 2023, with the balance due upon maturity.

The Term Loan Credit Agreement requires quarterly payments of $ 1.6 million on the last business day of each March, June, September and December, with the balance due upon maturity.

The Term Loan Credit Agreement matures on February 28, 2030.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

7.75 % Senior Secured Notes

On May 24, 2022, and July 14, 2022, we repurchased and cancelled $ 5.0 million and $ 10.0 million in aggregate principal amounts of the 7.75 % Senior Secured Notes at repurchase prices of 97.50 % and 95.00 %, respectively, of the aggregate principal amount of notes repurchased .

We recognized aggregate discounts of $ 0.6 million and incurred aggregate debt extinguishment costs of $ 0.2 million for these repurchases, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2022.

On February 28, 2023, we repurchased and cancelled $ 260.6 million in aggregate principal amount of the 7.75 % Senior Secured Notes at a repurchase price of 102.12 % of the aggregate principal amount repurchased.

8 unchanged sentences

12.875 % Senior Secured Notes

We repurchased and cancelled $ 13.9 million and $ 21.7 million in aggregate principal amount of 12.875 % Senior Secured Notes on May 16, 2022, and May 27, 2022, respectively, at a repurchase price of 111.125 % of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest as of the repurchase date.

On June 13, 2022, we repurchased an additional $ 1.3 million in aggregate principal amount of the notes at a repurchase price of 111.00 % of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest as of the repurchase date.

We paid premiums of approximately $ 4.1 million upon repurchases of the 12.875 % Senior Secured Notes during the year ended December 31, 2022, and incurred aggregate debt extinguishment costs of $ 1.6 million for these repurchases, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2022.

On February 28, 2023, we repurchased and cancelled $ 29 million in aggregate principal amount of the 12.875 % Senior Secured Notes at a repurchase price of 109.044 % of the aggregate principal amount repurchased.

6 unchanged sentences

The promissory notes are unsecured and mature on June 7, 2030.

Cross Default Provisions

Included within each of our debt agreements are affirmative and negative covenants and customary cross default provisions that require the repayment of amounts outstanding on demand unless the triggering payment default or acceleration is remedied, rescinded, or waived.

As of December 31, 2024, we were in compliance with all of our debt instruments.

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2025, 2024, and 2023

On September 9, 2025, we entered into a promissory note with a third-party lender to acquire land in Lihue, Hawaii, for $ 2.8 million.

The note bears interest at a fixed rate of 5.7 % per annum and is payable on the first day of each month, commencing on November 1, 2025, until maturity.

The promissory note is unsecured and matures on September 23, 2032.

Cross Default Provisions

As of December 31, 2025, we were in compliance with all of our debt instruments.

Note 16— Derivatives

4 unchanged sentences

We are obligated to repurchase the crude oil from Citi at the termination of the Inventory Intermediation Agreement.

Our Renewables Intermediation Agreement contains prepaid swaps that must be repaid upon exit of the agreement.

On May 31, 2024, we repurchased the crude oil and refined products from J.

1 unchanged sentence

Our Washington Refinery Intermediation Agreement contained forward purchase obligations for certain volumes of crude oil and refined products that were required to be settled at market prices on a monthly basis.

Thus, we have determined that the obligations under the current Inventory Intermediation Agreement contains, and those under the previously terminated Supply and Offtake Agreement and Washington Refinery Intermediation Agreement contained, embedded derivatives.

Thus, we have determined that the obligations under the current Inventory Intermediation Agreement and Renewables Intermediation Agreement contain, and those under the previously terminated Supply and Offtake Agreement and Washington Refinery Intermediation Agreement contained, embedded derivatives.

As such, we have accounted for the embedded derivatives contained in the aforementioned agreements at fair value with changes in the fair value recorded in Cost of revenues (excluding depreciation) on our consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023.

We have entered into forward purchase contracts for crude oil, forward purchases and sales contracts of refined products, and forward purchase contracts for environmental credits.

We have entered into forward purchase contracts for crude oil and forward purchases and sales contracts of refined products.

We elect the normal purchases normal sales (“NPNS”) exception for all forward contracts that meet the definition of a derivative and are not expected to net settle.

4 unchanged sentences

Our cash margin that is required as collateral deposits cannot be offset against the fair value of open contracts except in the event of default.

Our open futures and OTC swaps expire in December 2025.

Our open futures and OTC swaps expire in March 2027.

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

3 unchanged sentences

Total 104,057 ( 110,286 ) ( 6,229 )

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

At December 31, 2025, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries.

6 unchanged sentences

December 2026

Environmental Credit Derivatives

We utilize environmental credit derivative contracts, primarily exchange-traded futures, to facilitate delivery of environmental credits and manage our price exposure related to our environmental credit obligations.

Our futures are marked-to-market and changes in the fair value of these contracts are recognized within Cost of revenues (excluding depreciation) on our consolidated statements of operations.

We also have entered into forward purchase and sales contracts for environmental credits.

We elect the NPNS exception for all forward contracts that meet the definition of a derivative and are not expected to net settle.

Any gains and losses with respect to these forward contracts designated as NPNS are not reflected in earnings until the delivery occurs.

Our open futures expired in January 2026.

At December 31, 2025, our open environmental credit derivative contracts represented 225 thousand credits.

Interest Rate Derivatives

5 unchanged sentences

The interest rate collar transaction expires on May 31, 2026.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

During 2025, we entered into six additional interest rate collar transactions to reduce our variable interest rate risk related to the Term Loan Credit Agreement.

These agreements are effective from May 31, 2026, through May 31, 2029, with a total notional amount of $ 300.0 million as of December 31, 2025.

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

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

2 unchanged sentences

Commodity derivatives (1) Prepaid and other current assets $ 21,588 $ 9,773

Environmental credit derivatives (1)

Prepaid and other current assets 1,380 818

Commodity derivatives (1) Other long-term assets 1,295 —

Commodity derivatives (2)

Other accrued liabilities ( 944 ) ( 13,456 )

Aron repurchase obligation derivative Obligations under inventory financing agreements — ( 392 )

Citi repurchase obligation derivative Obligations under inventory financing agreements 3,289 ( 1,588 )

Wells Fargo terminal obligation derivative

Obligations under inventory financing agreements 517 —

Interest rate derivatives Other liabilities ( 380 ) ( 24 )

_________________________________________________________

(1) Does not include cash collateral of $ 38.6 million and $ 21.8 million recorded in Prepaid and other current assets as of December 31, 2024, and 2023, respectively, and $ 9.5 million in Other long-term assets as of December 31, 2023.

As of December 31, 2024, we had no cash collateral recorded in Other long-term assets.

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

(1) Does not include cash collateral of $ 7.0 million and $ 38.6 million recorded in Prepaid and other current assets as of December 31, 2025 and 2024, respectively.

Does not include $ 9.2 million and $ 2.3 million recorded in Prepaid and other current assets as of December 31, 2025 and 2024, respectively, related to realized derivatives receivable.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

(2) Does not include $ 12.8 million and $ 6.1 million recorded in Other accrued liabilities as of December 31, 2025 and 2024, respectively, related to realized derivatives payable.

3 unchanged sentences

Commodity derivatives Cost of revenues (excluding depreciation) $ 82,226 $ 6,614 $ ( 13,870 )

Environmental credit derivatives

Cost of revenues (excluding depreciation) 8,907 3,001 ( 2,831 )

Aron repurchase obligation derivative Cost of revenues (excluding depreciation) — 1,053 11,764

1 unchanged sentence

MLC terminal obligation derivative Cost of revenues (excluding depreciation) — — ( 34,149 )

Wells Fargo terminal obligation derivative

Cost of revenues (excluding depreciation) 1,282 — —

Interest rate derivatives Interest expense and financing costs, net ( 355 ) 796 ( 821 )

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

Note 17— Fair Value Measurements

19 unchanged sentences

The fair value of real property was estimated using the market approach.

Key assumptions in the market approach include determining the asset value by evaluating recent purchases of comparable assets under similar circumstances.

Key assumptions in the market approach include

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

determining the asset value by evaluating recent purchases of comparable assets under similar circumstances.

We consider this to be a Level 3 fair value measurement.

15 unchanged sentences

These include our exchange traded futures.

Level 2 instruments are valued using quoted prices for similar assets and liabilities in

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

active markets and inputs other than quoted prices that are observable for the asset or liability.

Our Level 2 instruments include OTC swaps and options.

Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability.

Our Level 2 instruments include OTC swaps and options, as well as the embedded derivative for our Hawaii Renewables intermediation agreement.

These derivatives are valued using market quotations from independent price reporting agencies and commodity exchange price curves that are corroborated with market data.

6 unchanged sentences

Aron settlement prices were based on observable inputs, such as Brent indices, and unobservable inputs, such as contractual price differentials as defined in the Supply and Offtake Agreement.

Such contractual differentials varied by location and by the type of product, had a weighted average of $ 13.75 , and range from a discount of $ 7.74 per barrel to a premium of $ 36.07 per barrel as of December 31, 2023.

Contractual price differentials are considered unobservable inputs;

4 unchanged sentences

During the quarter ended December 31, 2023, we had a change in estimate in our valuation of our gross environmental credit obligations, due to the settlement of all outstanding prior period environmental credit obligations.

The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period and classified as Level 2 instruments as we obtain the pricing inputs for the RINs and other environmental credits from brokers based on market quotes on similar instruments.

Beginning in the fourth quarter of 2023, the portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased environmental credit assets is recorded at the carrying value of such environmental credit assets The remainder of the estimated gross environmental credit obligation is recorded at the market price of the environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period and classified as Level 2 instruments as we obtain the pricing inputs for the environmental credit obligations from brokers based on market quotes on similar instruments.

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.

Please read “Note 19—Commitments and Contingencies” for further information on the EPA regulations related to greenhouse gases.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

Financial Statement Impact

2 unchanged sentences

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

Commodity derivatives $ 209,666 $ 13,506 $ — $ 223,172 $ ( 212,581 ) $ 10,591

Commodity derivatives $ ( 215,139 ) $ ( 10,898 ) $ — $ ( 226,037 ) $ 212,581 $ ( 13,456 )

Commodity and environmental credit derivatives

$ 2,439 $ 422,235 $ — $ 424,674 $ ( 400,411 ) $ 24,263

Commodity and environmental credit derivatives

$ ( 1,833 ) $ ( 399,522 ) $ — $ ( 401,355 ) $ 400,411 $ ( 944 )

Citi repurchase obligation derivative — — 3,289 3,289 — 3,289

Wells Fargo terminal obligation derivative

— 517 517 — 517

Interest rate derivatives

3 unchanged sentences

$ ( 1,833 ) $ ( 423,064 ) $ 3,289 $ ( 421,608 ) $ 400,411 $ ( 21,197 )

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

December 31, 2024

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

Commodity derivatives $ 100,074 $ 175,191 $ — $ 275,265 $ ( 231,909 ) $ 43,356

Commodity derivatives $ ( 92,417 ) $ ( 140,022 ) $ — $ ( 232,439 ) $ 231,909 $ ( 530 )

Commodity and environmental credit derivatives

$ 209,666 $ 13,506 $ — $ 223,172 $ ( 212,581 ) $ 10,591

Commodity and environmental credit derivatives

$ ( 215,139 ) $ ( 10,898 ) $ — $ ( 226,037 ) $ 212,581 $ ( 13,456 )

Citi repurchase obligation derivative

Aron repurchase obligation derivative

— — ( 1,588 ) ( 1,588 ) — ( 1,588 )

4 unchanged sentences

_________________________________________________________

(1) Does not include cash collateral of $ 38.6 million and $ 31.3 million as of December 31, 2024 and 2023, respectively, included within Prepaid and other current assets and Other long-term assets on our consolidated balance sheets, respectively.

(1) Does not include cash collateral of $ 7.0 million and $ 38.6 million as of December 31, 2025 and 2024, respectively, included within Prepaid and other current assets on our consolidated balance sheets, respectively.

(2) Does not include RINs assets and other environmental credits of $ 450.7 million and $ 195.0 million presented in Inventories on our consolidated balance sheet and stated at the lower of cost and net realizable value as of December 31, 2025 and 2024, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

(3) Does not include environmental liabilities of $ 356.7 million and $ 187.5 million satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits included in Other Accrued Liabilities on our consolidated balance sheets as of December 31, 2025 and 2024, respectively.

15 unchanged sentences

621,665 633,625

Product Financing Agreement (2)

Other long-term debt (2)

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

December 31, 2024

2 unchanged sentences

Term Loan Credit Agreement due 2030 (2) 625,859 636,924

LC Facility due 2024 (1)

Product Financing Agreement (2)

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

_________________________________________________________

(1) The fair value measurements of the ABL Credit Facility and the LC Facility are considered Level 3 measurements in the fair value hierarchy

(2) The fair value measurements of the Term Loan Credit Agreement and Other long-term debt are considered Level 2 measurements in the fair value hierarchy as discussed below.

(1) The fair value measurement of the ABL Credit Facility is considered a Level 3 measurement in the fair value hierarchy

(2) The fair value measurements of the Term Loan Credit Agreement, Product Financing Agreement and Other long-term debt are considered Level 2 measurements in the fair value hierarchy as discussed below.

The fair value of the Term Loan Credit Agreement and Other long-term debt were determined using a market approach based on quoted prices.

The inputs used to measure the fair value are classified as Level 2 inputs within the fair value hierarchy because the Term Loan Credit Agreement and Other long-term debt may not be actively traded.

The carrying value of our ABL Credit Facility was determined to approximate fair value as of December 31, 2024.

The carrying value of our ABL Credit Facility, Renewables LC Facility and Product Financing Agreement were determined to approximate fair value as of December 31, 2025.

The fair value of all non-derivative financial instruments recorded in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, and current liabilities, including accounts payable, approximated their carrying value due to their short-term nature.

75 unchanged sentences

During the first quarter of 2022, we received a tax assessment in the amount of $ 1.4 million from the Washington Department of Revenue related to its audit of certain taxes allegedly payable on certain sales of raw vacuum gas oil between 2014 and 2016.

We believe the Department of Revenue’s interpretation is in conflict with its prior guidance and we appealed in November 2022.

By opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in the Hawaii foreign trade zone from certain state taxes.

We appealed in November 2022.

On September 26, 2025, the Thurston County Superior Court dismissed our refund claim.

We have appealed to the Washington Court of Appeals.

Additionally, by opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in the Hawaii foreign trade zone from certain state taxes.

We and other similarly situated state taxpayers who had previously claimed such exemptions, certain of which we are contractually obligated to indemnify, are currently being audited for such prior tax periods.

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

and certain unnamed defendants made false claims and statements in

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

and certain unnamed

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2025, 2024, and 2023

connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking unspecified damages, penalties, interest and injunctive relief.

defendants made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking unspecified damages, penalties, interest and injunctive relief.

We dispute the allegations in the complaint and intend to vigorously defend ourselves in such proceeding.

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As of December 31, 2025, we have accrued $ 15.8 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 25 years.

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

Based on current information, reasonable estimates we have received suggest costs of approximately $ 11.6 million to design and construct a new wastewater treatment system.

Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years, which will include remediation of soil in the impoundments to increase capacity and bring them to a usable state.

Based on current information, reasonable estimates we have received suggest costs of approximately $ 11.6 million to complete these projects.

Finally, among the various historic consent decrees, orders, and settlement agreements into which Wyoming Refining has entered, there are several penalty orders associated with exceedances of permitted limits by the Wyoming refinery’s wastewater discharges.

Although the frequency of these exceedances has declined over time, Wyoming Refining may become subject to new penalty enforcement action in the next several years, which could involve penalties in excess of $ 300,000 .

Washington Climate Commitment Act and Clean Fuel Standard

The Climate Commitment Act (“Washington CCA”), was established in 2021 and took effect January 1, 2023.

The Washington CCA established a cap and invest program designed to significantly reduce greenhouse gas emissions.

Rules implementing the Washington CCA by the Washington Department of Ecology set a cap on greenhouse gas emissions, provide mechanisms for the sale and tracking of tradable emissions allowances, and establish additional compliance and accountability measures.

Additionally, a low carbon fuel standard (the “Clean Fuel Standard”) that limits carbon in transportation fuels and enables certain producers to buy or sell credits was also signed into law and became effective in 2023.

We purchase emission

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

allowances and compliance credits or allowances at State auctions and on the open market to meet our obligations under these regulations and include the costs in the price of our products.

Regulation of Greenhouse Gases

2 unchanged sentences

In the near term, the RFS will be satisfied primarily with fuel ethanol blended into gasoline or by purchasing renewable credits, referred to as RINs, to maintain compliance.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

The RFS may present production and logistics challenges for both the renewable fuels and petroleum refining and marketing industries in that we may have to enter into arrangements with other parties or purchase D3 waivers from the EPA to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels.

Additionally, the RFS enables the EPA to exempt certain small refineries from the renewable fuels blending requirements in the event such requirements would cause disproportionate economic hardship to that refinery.

On August 22, 2025, the EPA announced decisions on various exemption petitions for the 2016 through 2024 compliance years and granted full and partial relief to certain refineries owned by Par Pacific.

As a result of our historical compliance with the RFS program, we received previously retired RINs related to the 2019 through 2023 compliance years.

In addition, we relieved a portion of our 2024 RVO.

As a result of the EPA’s actions, we have recorded a corresponding gain of $ 199.5 million in Net Income on our consolidated statements of operations 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.

There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in the EISA, RFS, and other fuel-related regulations.

We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels.

The Climate Commitment Act (“Washington CCA”), was established in 2021 and took effect January 1, 2023.

The Washington CCA established a cap and invest program designed to significantly reduce greenhouse gas emissions.

We purchase emission allowances and compliance credits or allowances at State auctions and on the open market to meet our obligations under these regulations and include the costs in the price of our products.

We also assumed certain environmental liabilities as part of our purchase of the Montana refinery, including costs related to hazardous waste corrective measures, and ground and surface water sampling and monitoring.

Based on current information, reasonable estimates we have received suggest the aggregate amount of these liabilities to be approximately $ 8.6 million.

We expect to incur these costs over a 20 to 30 year period.

On November 6, 2025, Pacific Current, LLC, formerly the owner of the Hamakua power plant, filed a complaint against PHR and another company.

The complaint claims that PHR manufactured and sold defective naphtha fuel to a third party that resold the fuel to Pacific Current, allegedly causing significant damage to the plant.

We do not presently believe the outcome will have a material impact on our financial position, results of operations, or cash flows.

Major Customers

6 unchanged sentences

Our debt agreements restrict the payment of dividends.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

Share Repurchase Program

1 unchanged sentence

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

Under the share repurchase program, the Company may repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal and state laws.

The share repurchase program does not have a specified end date and may be limited or terminated at any time without prior notice.

During the years ended December 31, 2025 and 2024, 6.5 million and 5.0 million shares were repurchased under this share repurchase program, respectively for a total of $ 123.9 million and $ 136.7 million, respectively.

3 unchanged sentences

This repurchase program terminated and replaced the prior authorization to repurchase up to $ 250 million of common stock.

The share repurchase program does not have a specified end date and may be limited or terminated at any time without prior notice.

As of December 31, 2025, there was $ 137.2 million of authorization remaining under this share repurchase program.

Incentive Plans

1 unchanged sentence

Long Term Incentive Plan

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

restricted stock units, and performance restricted stock units to directors and other employees or those of our subsidiaries.

Under the Par Petroleum Corporation 2012 Long Term Incentive Plan (“Incentive Plan” or “LTIP”), as amended and restated, the Board, or a committee of the Board, may grant incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, and performance restricted stock units to directors and other employees or those of our subsidiaries.

The maximum number of shares that may be granted under the LTIP is 9.0 million shares of common stock.

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Additionally, the SPP provides that each purchasing participant will be granted a number of shares of restricted common stock under the Incentive Plan equal to 20 % of the SPP Shares purchased with 50 % of the restricted common stock vesting on each of the two annual anniversaries of the date of grant.

Each purchasing participant will also be granted nonstatutory stock options with a 5-year term to purchase a number of shares of common stock under the Incentive Plan (with an exercise price equal to the Fair Market Value as defined in the Incentive Plan on the date of grant) equal to certain specified percentages of the SPP Shares purchased based on a Black-Scholes model with 50 % of the options vesting on each of the two annual anniversaries of the date of grant.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

the two annual anniversaries of the date of grant.

Such percentages are as follows:

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The Company’s shareholders ratified the ESPP on May 8, 2018.

The maximum number of shares that may be issued under the ESPP is 800 thousand shares of common stock.

The maximum number of shares that may be issued under the ESPP is 1.3 million shares of common stock.

At December 31, 2025, 646 thousand shares remained available under the ESPP.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

During the years ended December 31, 2025, 2024, and 2023, we recognized $ 0.4 million, $ 0.4 million, and $ 0.3 million, respectively, of compensation costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) related to the 15 % discount offered to employees under the ESPP.

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During the first quarter of 2024, the Board approved the acceleration of unvested equity awards and the modification of vested stock options granted to him.

For the year December 31, 2024, we recorded a total of $ 13.1 million stock-based compensation expenses resulting from the equity awards modifications.

For the year ended December 31, 2024, we recorded a total of $ 13.1 million stock-based compensation expenses resulting from the equity awards modifications.

Restricted Stock Awards and Restricted Stock Units

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Unvested balance at December 31, 2025 1,036 $ 20.56

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

Years Ended December 31,

3 unchanged sentences

As of December 31, 2025 and 2024, there were approximately $ 12.4 million and $ 12.1 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, respectively which are expected to be recognized on a straight-line basis over a weighted-average period of 1.30 years and 1.31 years, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

Performance Restricted Stock Units

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Treasury securities with a remaining term equal to the expected term of the option at the date of grant.

The weighted-average assumptions used to measure stock options granted during 2024 and 2022 are presented below.

There were no stock options granted in 2023.

The weighted-average assumptions used to measure stock options granted during 2024 are presented below.

There were no stock options granted in 2023 and 2025.

Expected life from date of grant (in years) 7.5

1 unchanged sentence

Risk-free interest rate 4.71 %

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

The following table summarizes our stock option activity (in thousands, except per share amounts and term years):

3 unchanged sentences

Outstanding balance at December 31, 2024 1,565 $ 20.21 4.7 $ 581

Issued 350 30.80

Exercised ( 350 ) 19.05

2 unchanged sentences

Exercisable, end of year 849 $ 16.43 3.2 $ 15,881

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

The estimated weighted-average grant-date fair value per share of options granted during the years ended December 31, 2024 and 2022, was $ 18.73 and $ 7.44 , respectively.

No options were granted during the year ended December 31, 2023.

The estimated weighted-average grant-date fair value per share of options granted during the year ended December 31, 2024, was $ 18.73 .

No options were granted during the years ended December 31, 2023 and 2025.

As of December 31, 2025 and 2024, there were approximately $ 4.4 million and $ 5.8 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 3.32 years and 4.24 years, respectively.

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Our funding policy is to contribute annually an amount equal to the pension expense, subject to the minimum funding requirements of the Employee Retirement Income Security Act of 1974 and the tax deductibility of such contributions.

In December 2016, the Wyoming Refining plan was amended to freeze all future benefit accruals for salaried employees.

The Wyoming Refining plan was amended to freeze all future benefit accruals for salaried employees in December 2016 and to freeze all future benefit accruals for hourly plan participants in March 2021.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

The changes in the projected benefit obligation and the fair value of plan assets of our Benefit Plans for the years ended December 31, 2025 and 2024, were as follows (in thousands):

16 unchanged sentences

____________________________________________________

(1) For the year ended December 31, 2024, the change in the actuarial gain was due to an increase in the discount rate.

(1) For the year ended December 31, 2025, the change in the actuarial loss was due to a decrease in the discount rate.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

For the year ended December 31, 2024, the change in the actuarial gain was due to an increase in the discount rate.

The underfunded status of our Benefit Plans is recorded within Other liabilities on our consolidated balance sheets and the funded status of our Benefit Plans is recorded within Other long-term assets on our consolidated balance sheets.

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(1) For the years ended December 31, 2025 and 2024, we recognized an immaterial amount of service costs (credits) in accumulated other comprehensive income.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

Weighted-average assumptions used to measure our projected benefit obligation as of December 31, 2025, 2024, and 2023, and net periodic benefit costs for the years ended December 31, 2025, 2024, and 2023, are as follows:

17 unchanged sentences

(2) The expected long-term rate of return is based on the target asset allocation of each plan and capital market assumptions developed using forward-looking models and historical market data and trends.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

The net periodic benefit cost (credit) for the years ended December 31, 2024, 2023, and 2022, includes the following components (in thousands):

The net periodic benefit cost for the years ended December 31, 2025, 2024, and 2023, includes the following components (in thousands):

2025 2024 2023

Components of net periodic benefit cost (credit):

Components of net periodic benefit cost:

Service cost $ 469 $ 539 $ 494

4 unchanged sentences

Amortization of prior service cost ( 45 ) ( 45 ) ( 45 )

Net periodic benefit cost (credit) $ 123 $ 98 $ ( 234 )

Net periodic benefit cost $ 46 $ 123 $ 98

The Service cost component of net periodic benefit cost is included in Operating expense (excluding depreciation) on our consolidated statement of operations for the years ended December 31, 2025, 2024, and 2023.

The other components of are included in Other income (expense), net on our consolidated statement of operations for the years ended December 31, 2024, 2023, and 2022.

The other components are included in Other expense, net on our consolidated statement of operations for the years ended December 31, 2025, 2024, and 2023.

The weighted-average asset allocation for our Wyoming Refining plan at December 31, 2025, is as follows:

3 unchanged sentences

Debt securities 60 % 62 %

Real estate 8 % 5 %

Total 100 % 100 %

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

The weighted-average asset allocation for our U.S.

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The pooled separate accounts are valued based upon the fair market value of the underlying investments and are deemed to be Level 2.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

We intend to make contributions in the amount of approximately $ 0.5 million to the Wyoming Refining plan and do not intend to make any contributions to the U.S.

3 unchanged sentences

Total $ 27,843

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

Note 22— Income (Loss) Per Share

The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts):

The following table sets forth the computation of basic and diluted income (loss) attributable to Par Pacific stockholders per share (in thousands, except per share amounts):

Year Ended December 31,

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Net income (loss)

Net income (loss) effect of convertible securities

Numerator for diluted income (loss) per common share $ ( 33,322 ) $ 728,642 $ 364,189

$ 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

Numerator for diluted income (loss) attributable to Par Pacific stockholders per common share $ 369,391 $ ( 33,322 ) $ 728,642

Basic weighted-average common stock shares outstanding 50,743 56,775 60,035

1 unchanged sentence

Diluted weighted-average common stock shares outstanding 51,591 56,775 61,014

Basic income (loss) per common share $ ( 0.59 ) $ 12.14 $ 6.12

Diluted income (loss) per common share $ ( 0.59 ) $ 11.94 $ 6.08

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

Basic income (loss) attributable to Par Pacific stockholders per common share $ 7.28 $ ( 0.59 ) $ 12.14

Diluted income (loss) attributable to Par Pacific stockholders per common share $ 7.16 $ ( 0.59 ) $ 11.94

Diluted income (loss) attributable to Par Pacific stockholders per common share excludes the following equity instruments because their effect would be anti-dilutive:

Shares of unvested restricted stock 283 839 27

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Note 23— Income Taxes

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

For the year ended December 31, 2023, we recorded an income tax benefit of $ 115.3 million primarily driven by a non-cash deferred tax benefit of $ 277.7 million related to the release of a majority of the valuation allowance against our net deferred tax assets, partially offset by state tax expense.

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 the recording of a valuation allowance against our net deferred tax assets.

For the year ended December 31, 2025, we recorded an income tax expense of $ 110.8 million primarily driven by a non-cash deferred tax expense of $ 100.4 million and state income taxes of $ 11.8 million from 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 driven by a non-cash deferred tax benefit of $ 5.5 million primarily from our 2024 taxable loss.

For the year ended December 31, 2023, we recorded an income tax benefit of $ 115.3 million primarily driven by a non-cash deferred tax benefit of $ 277.7 million related to the release of majority of the valuation allowance against our net deferred tax assets, partially offset by state tax expense.

In connection with our emergence from bankruptcy on August 31, 2012, we experienced an ownership change as defined under Section 382 of the Code.

Section 382 generally places a limit on the amount of NOL carryforwards and other tax

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023, and 2022

attributes arising before an ownership change that may be used to offset taxable income after an ownership change.

Section 382 generally places a limit on the amount of NOL carryforwards and other tax attributes arising before an ownership change that may be used to offset taxable income after an ownership change.

We believe that we have qualified for an exception to the general limitation rules under Code Section 382(l)(5) which provides for substantially less restrictive limitations on our NOL carryforwards.

5 unchanged sentences

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

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which includes tax reform provisions that amend, eliminate, and extend tax rules under the Inflation Reduction Act and Tax Cuts and Jobs Act.

We evaluated the impact of this legislation and determined that the OBBBA does not have a material impact on our 2025 financial statements.

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.

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Should our assumptions change indicating the ability to realize these deferred tax assets, any tax benefits related to any reversal of the valuation allowance as of December 31, 2025 , will be recognized as a reduction of income tax expense.

Income (loss) before income tax expense (benefit) was as follows (in thousands):

Year Ended December 31,

2025 2024 2023

$ 477,871 $ ( 39,018 ) $ 613,306

Foreign — — —

Income (loss) before income tax expense

$ 477,871 $ ( 39,018 ) $ 613,306

Income tax expense (benefit) consisted of the following (in thousands):

4 unchanged sentences

Foreign — — —

Total current income tax expense (benefit)

10,361 ( 2,380 ) 10,883

U.S.—Federal 96,760 ( 5,528 ) ( 133,979 )

U.S.—State 3,662 2,212 7,760

Total $ ( 5,696 ) $ ( 115,336 ) $ 710

Foreign — — —

Total deferred income tax expense (benefit)

100,422 ( 3,316 ) ( 126,219 )

Total income tax expense (benefit)

$ 110,783 $ ( 5,696 ) $ ( 115,336 )

Under adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in “Note 2—Summary of Significant Accounting Policies”, the reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended December 31, 2025, was as follows (in thousands, except for percentages):

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2025, 2024, and 2023

Year Ended December 31,

U.S federal statutory income tax rate

$ 100,402 21.00 %

Domestic Federal

( 2,097 ) ( 0.44 ) %

Nontaxable and nondeductible items, net

Other reconciling items

( 50 ) ( 0.01 ) %

State and local income taxes, net of federal effect (1)

11,847 2.48 %

$ 110,783 23.2 %

______________________________________________________

(1) For the year ended December 31, 2025, the state and local jurisdiction that contributed to the majority of the tax effect is Hawaii.

Income tax expense was different from the amounts computed by applying U.S.

1 unchanged sentence

Year Ended December 31,

2024 2023 2022

Federal statutory rate 21.0 % 21.0 %

3 unchanged sentences

Equity Method Investment Recovery

2.5 % — % — %

Non-deductible executive compensation

( 9.8 ) % — %

0.7 % 2.2 % — %

Actual income tax rate 15.1 % ( 18.8 ) %

Under adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in “Note 2—Summary of Significant Accounting Policies”, (cash paid for income taxes), net of refunds received, during the year ended December 31, 2025, was as follows (in thousands):

Year Ended December 31,

State and local —

California 312

Montana 1,552

Other ( 283 )

Total cash (paid) received during the period for income taxes $ 4,490

PAR PACIFIC HOLDINGS, INC.

40 unchanged sentences

Summarized financial information concerning reportable segments consists of the following (in thousands):

For the year ended December 31, 2024 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total

$ 7,509,773 $ — $ 474,330 $ ( 355,072 ) $ 7,629,031

Year Ended December 31, 2025 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Fuel revenue $ 7,018,088 $ — $ 468,496 $ ( 332,908 ) $ 7,153,676

Other revenue 188,057 298,442 108,233 ( 283,758 ) 310,974

224,093 299,532 110,430 ( 288,629 ) 345,426

Total revenues

4 unchanged sentences

Total cost of revenues (excluding depreciation) 6,156,844 163,515 406,287 ( 616,824 ) 6,109,822

7,149,264 175,590 420,064 ( 643,770 ) 7,101,148

Operating expense (excluding depreciation)

481,597 21,478 84,590 — 587,665

Depreciation and amortization 104,385 26,040 10,791 3,109 144,325

1 unchanged sentence

Equity earnings from refining and logistics investments ( 17,548 ) ( 8,730 ) — ( 26,278 )

( 3,663 ) ( 8,242 ) — — ( 11,905 )

Acquisition and integration costs — — — 4,335 4,335

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

— — — 12,548 12,548

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

2 unchanged sentences

Other expense, net ( 665 )

Equity losses from Laramie Energy, LLC ( 296 )

Loss before income taxes ( 39,018 )

Income tax benefit 5,696

Net loss $ ( 33,322 )

Equity earnings from Laramie Energy, LLC 23,308

Income before income taxes 477,871

Income tax expense ( 110,783 )

Net income 367,088

Net loss attributable to noncontrolling interest ( 2,303 )

Net income attributable to Par Pacific stockholders $ 369,391

Total assets (2) $ 2,904,457 $ 620,078 $ 222,360 $ 86,794 $ 3,833,689

3 unchanged sentences

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 616.7 million for the year ended December 31, 2025.

(2) Refining segment includes $ 130.3 million of renewables fuels facility assets for the year ended December 31, 2025.

PAR PACIFIC HOLDINGS, INC.

2 unchanged sentences

For the Years Ended December 31, 2025, 2024, and 2023

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

$ 7,821,130 $ — $ 487,709 $ ( 347,313 ) $ 7,961,526

Year Ended December 31, 2024 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Fuel revenue $ 7,509,773 $ — $ 474,330 $ ( 355,072 ) $ 7,629,031

Other revenue 224,093 299,532 110,430 ( 288,629 ) 345,426

148,350 260,779 104,771 ( 243,471 ) 270,429

Total revenues 7,733,866 299,532 584,760 $ ( 643,701 ) 7,974,457

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

Cost of revenues (excluding depreciation)

Refining intercompany logistics costs 288,645 — — ( 288,645 ) —

243,537 — — ( 243,537 ) —

Other cost of revenues (excluding depreciation) 6,860,619 175,590 420,064 ( 355,125 ) 7,101,148

6,602,297 145,944 437,198 ( 347,330 ) 6,838,109

Total cost of revenues (excluding depreciation) 7,149,264 175,590 420,064 ( 643,770 ) 7,101,148

6,845,834 145,944 437,198 ( 590,867 ) 6,838,109

Operating expense (excluding depreciation) 479,737 15,676 88,869 — 584,282

2 unchanged sentences

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

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

2 unchanged sentences

Other expense, net ( 1,869 )

Equity earnings from Laramie Energy, LLC 24,985

Income before income taxes 613,306

Equity losses from Laramie Energy, LLC ( 296 )

Loss before income taxes ( 39,018 )

Income tax benefit 5,696

Net income $ 728,642

Net loss ( 33,322 )

Net income attributable to noncontrolling interest —

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

Total assets $ 2,723,020 $ 693,177 $ 236,055 $ 177,119 $ 3,829,371

23 unchanged sentences

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

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

1 unchanged sentence

Debt extinguishment and commitment costs ( 19,182 )

Gain on curtailment of pension obligation —

Other income, net 613

Other expense, net ( 53 )

Equity earnings from Laramie Energy, LLC 24,985

Income before income taxes 613,306

Income tax expense ( 710 )

Income tax benefit 115,336

Net income 728,642

Net income attributable to noncontrolling interest —

Net income attributable to Par Pacific stockholders $ 728,642

Total assets $ 2,904,563 $ 530,214 $ 256,711 $ 172,462 $ 3,863,950

15 unchanged sentences

Due from subsidiaries 579,579 368,222

Current note receivable from subsidiary

Total current assets 658,472 388,018

6 unchanged sentences

Investment in subsidiaries 1,051,331 993,901

Long term note receivable from subsidiary

Other long-term assets — 726

29 unchanged sentences

2025 2024 2023

Revenues $ 131 $ — $ —

Operating expenses

2 unchanged sentences

Acquisition and integration costs

Loss on sale of assets, net 100 30 27

Other operating loss, net 9 100 30

Total operating expenses 35,387 35,226 30,906

10 unchanged sentences

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

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

This statement should be read in conjunction with the notes to consolidated financial statements.

25 unchanged sentences

Depreciation and amortization 2,120 1,636 1,618

Loss (gain) on sale of assets, net 100 30 27

Other operating loss (gain), net

Stock-based compensation 16,599 25,704 11,633

9 unchanged sentences

Due to (from) subsidiaries 6,889 84,964 ( 13,408 )

Issuance of note receivable to subsidiary

( 78,000 ) — —

Repayment of note receivable from subsidiary

Net cash provided by (used in) investing activities 137,495 149,692 75,924

16 unchanged sentences

ROU assets obtained in exchange for new operating lease liabilities — 623 8,161

Noncash distributions from subsidiaries

( 245,558 ) — —

Noncash contributions to subsidiaries

This statement should be read in conjunction with the notes to consolidated financial statements.

27 unchanged sentences

Philip Davidson

/s/ PATRICIA MARTINEZ

/s/ PATRICIA MARTINEZ Director

Patricia Martinez

/s/ AARON ZELL

/s/ ERIC YEAMAN

/s/ AARON ZELL Director

/s/ ERIC YEAMAN Director

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 9A. Controls and Procedures