PAR PACIFIC HOLDINGS, INC. 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures 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 70 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. Changes in Internal Control over Financial Reporting There were no changes during the quarter ended December 31, 2025, in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 71 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on such assessment, the Company's management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective based on those criteria. Deloitte & Touche LLP, the Company’s independent registered public accounting firm that audited the Company’s financial statements included in this Annual Report on Form 10-K, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, which is included herein. 72 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Par Pacific Holdings, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Par Pacific Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 25, 2026, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Houston, Texas February 25, 2026 73 Item 9B. OTHER INFORMATION Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements 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. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 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. Item 11. EXECUTIVE COMPENSATION 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. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 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 close of our fiscal year ended December 31, 2025. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 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. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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. 74 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1) Consolidated Financial Statements (Included under Item 8). The Index to the Consolidated Financial Statements is included on page F- 1 of this Annual Report on Form 10-K and is incorporated herein by reference. (2) Financial Statement Schedules Schedule I – Condensed Financial Information of Registrant 2.1 Third Amended Joint Chapter 11 Plan of Reorganization of Delta Petroleum Corporation and Its Debtor Affiliates dated August 16, 2012. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 7, 2012. 2.2 Membership Interest Purchase Agreement dated as of June 17, 2013, by and among Tesoro Corporation, Tesoro Hawaii, LLC, and Hawaii Pacific Energy, LLC. Incorporated by reference to Exhibit 2.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, filed on August 14, 2013. 2.3 Agreement and Plan of Merger dated as of June 2, 2014, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 2.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, filed on August 11, 2014. 2.4 Amendment of Agreement and Plan of Merger dated as of September 9, 2014, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 10, 2014. 2.5 Second Amendment of Agreement and Plan of Merger dated as of December 31, 2014, by and among Par Petroleum Corporation, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholder’s Representative. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2015. 2.6 Third Amendment to Agreement and Plan of Merger dated as of March 31, 2015, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed on April 2, 2015. 2.7 Unit Purchase Agreement, dated as of June 13, 2016, between Par Wyoming, LLC and Black Elk Refining, LLC. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 15, 2016. 2.8 First Amendment to Unit Purchase Agreement dated as of July 14, 2016, between Par Wyoming, LLC and Black Elk Refining, LLC. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on July 15, 2016. 2.9 Purchase and Sale Agreement dated as of November 26, 2018, among Par Petroleum, LLC, TrailStone NA Oil & Refining Holdings, LLC, and solely for certain purposes specified therein, the Company. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed on November 30, 2018.# 2.10 Amendment No. 1 to Purchase and Sale Agreement dated as of January 11, 2019, among Par Petroleum, LLC, TrailStone NA Oil & Refining Holdings, LLC, and Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on January 14, 2019. 2.11 Equity and Asset Purchase Agreement dated as of October 20, 2022, by and among Exxon Mobil Corporation, ExxonMobil Oil Corporation and ExxonMobil Pipeline Company, LLC, as sellers, and Par Montana, LLC and Par Montana Holdings, LLC, as purchaser entities, and solely for the limited purposes set forth therein, Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 21, 2022. 75 2.12 First Amendment to Equity and Asset Purchase Agreement dated as of June 1, 2023, by and among Exxon Mobil Corporation, ExxonMobil Oil Corporation and ExxonMobil Pipeline Company, LLC, as sellers, and Par Montana, LLC, Par Montana Holdings, LLC, and Par Rocky Mountain Midstream, LLC, as purchaser entities, and solely for the limited purposes set forth therein, Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023. 2.13 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. Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 20, 2015. 3.2 Second Amended and Restated Bylaws of the Company dated October 20, 2015. Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on October 20, 2015. 4.1 Form of the Company’s Common Stock Certificate. Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2014. 4.2 Stockholders Agreement dated April 10, 2015. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 13, 2015. 4.3 Description of Registrant’s Securities. Incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K filed on February 27, 2023. 10.1 Fourth Amended and Restated Limited Liability Company Agreement of Laramie Energy, LLC, dated as of October 18, 2018, by and among Par Piceance Energy Equity LLC and the other members party thereto. Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2018. 10.2 Par Pacific Holdings, Inc. Second Amended and Restated 2012 Long Term Incentive Plan. Incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form S-8 filed on May 18, 2018.**** 10.3 First Amendment to the Second Amended and Restated Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan. Incorporated by reference to Exhibit 5.1 to the Company’s registration statement on Form S-8 filed on May 14, 2021.**** 10.4 Par Pacific Holdings, Inc. 2018 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed on May 18, 2018.**** 10.5 Amendment to Par Pacific Holdings, Inc. 2018 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 4 . 2 to the Company’s registration statement on Form S-8 filed on June 23, 2023.**** 10.6 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.**** 10.7 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. ***** 10.9 Employment Offer Letter with William Monteleone dated September 25, 2013. Incorporated by reference to Exhibit 10.43 to the Company’s Amendment No. 3 to Annual Report on Form 10-K/A filed on July 2, 2014.**** 10.10 Form of Award of Restricted Stock (Discretionary Long Term Incentive Plan).***** 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.**** 10.12 Form of Award of Performance Restricted Stock Units. ***** 10.13 Form of Award of Restricted Stock Units. ***** 10.14 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. 10.15 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.**** 10.17 Employment Offer Letter with Richard Creamer dated March 29, 2022. Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2022. **** 76 10.18 Employment Offer Letter with Eric Wright dated January 17, 2017. Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022. **** 10.19 Employment Assignment Letter with Jeffrey R. Hollis dated December 15, 2022. Incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K filed on February 29, 2024. **** 10.20 Employment Offer Letter with Shawn Flores dated December 13, 2022. Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on February 27, 2023. **** 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. Non-Qualified Deferred Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 6, 2017.**** 10.23 Par Pacific Holdings, Inc. Severance Plan for Senior Officers. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 6, 2017. **** 10.24 Amendment #1 to the Par Pacific Holdings, Inc. Severance Plan for Senior Officers, dated as of May 1, 2017. Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed February 29, 2024. **** 10.25 Amendment #2 to the Par Pacific Holdings, Inc. Severance Plan for Senior Officers, dated as of May 23, 2022. Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 25, 2022. **** 10.26 Asset Purchase Agreement dated as of January 9, 2018 by and among CHS Inc., Par Hawaii, Inc., and Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018. # 10.27 First Amendment to Asset Purchase Agreement dated as of March 23, 2018 by and among CHS Inc., Par Hawaii, Inc., and Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018. # 10.28 Topping Unit Purchase Agreement by and among IES Downstream, LLC, Eagle Island, LLC, Par Hawaii Refining, LLC, and Par Pacific Holdings, Inc., dated as of August 29, 2018. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2018. # 10.29 Purchase Agreement and Escrow Instructions, dated as of February 11, 2021, by and among Par Hawaii, LLC, Par Pacific Hawaii Property Company, LLC, MDC Coast HI 1, LLC, and Fidelity National Title Insurance Company. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2021. 10.30 Amended and Restated Master Land and Building Lease Agreement, dated as of March 12, 2021, by and among Par Hawaii, LLC, Par Petroleum, LLC and MDC Coast HI 1, LLC. Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on Form 8-K filed on May 7, 2021. 10.31 Term Loan Credit Agreement, dated as of February 28, 2023, by and among Par Pacific Holdings, Inc., as Holdings, Par Petroleum, LLC and Par Petroleum Finance Corp., as the Borrowers, Wells Fargo Bank, National Association, as Administrative Agent and the lenders that are parties thereto, as the Lenders. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 1, 2023. 10.32 Amendment No. 1 to Term Loan Credit Agreement, dated as of April 8, 2024, 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 April 9, 2024. 10.33 Amendment No. 2 to Term Loan Credit Agreement, dated as of November 25, 2024, 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 January 6, 2025. 10.34 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. 77 10.35 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. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 2, 2023. 10.36 First Amendment to Asset-Based Revolving Credit Agreement, dated as of May 30, 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. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023. 10.37 Second Amendment to Asset-Based Revolving Credit Agreement and Joinder Agreement dated October 4, 2023, among Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC, Par Rocky Mountain Midstream, LLC, U.S. Oil & Refining Co., the Company, the other loan parties party thereto, Wells Fargo Bank, National Association, and the incremental lenders and lenders party thereto. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 10, 2023. 10.38 Third Amendment to Asset-Based Revolving Credit Agreement and Joinder Agreement dated as of March 22, 2024, among Par Pacific Holdings, Inc., Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC, Par Rocky Mountain Midstream, LLC, U.S. Oil & Refining Co., Par Hawaii Refining, LLC, the other loan parties thereto, Wells Fargo Bank, National Association, as administrative agent and collateral 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 March 27, 2024. 10.39 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 Current Report on Form 8-K filed on June 5, 2024. 10.40 Pledge and Security Agreement dated as of May 31, 2024, by and between Par Hawaii Refining, LLC and Citigroup Energy, Inc. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 5, 2024. 10.41 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. 10.42 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. 10.43 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. 10.44 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. 10.45 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. 10.46 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. 10.47 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.* 78 23.1 Consent of Deloitte & Touche LLP* 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.*** 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.*** 97.1 Par Pacific Holdings, Inc. Policy for the Recovery of Erroneously Awarded Compensation, effective October 24, 2023. Incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on February 29, 2024.**** 101.INS Inline XBRL Instance Document the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.* 101.SCH Inline XBRL Taxonomy Extension Schema Documents.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* * Filed herewith. *** Furnished herewith. **** Management contract or compensatory plan or arrangement. # 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. 79 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2025, 2024, and 2023 Page No. Report of Independent Registered Public Accounting Firm Auditor Name: Deloitte & Touch LLP ; Auditor Firm ID: 34 ; Auditor Location: Houston, Texas F- 2 Consolidated Balance Sheets F- 4 Consolidated Statements of Operations F- 5 Consolidated Statements of Comprehensive Income (Loss) F- 6 Consolidated Statements of Cash Flows F- 7 Consolidated Statements of Changes in Stockholders’ Equity F- 9 Notes to Consolidated Financial Statements F- 10 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Par Pacific Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Par Pacific Holdings, Inc. 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2026 expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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) 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. Summary of Significant Accounting Policies – Management Projections Used in Goodwill – Refer to Notes 2 and 11 to the financial statements  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 units. 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 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. F-2 How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to Management’s Projections included the following, among others: • We evaluated the effectiveness of controls over the determination of Management’s Projections, including management’s controls over the determination of the underlying projections of future gross margins, operating expenses, and levels of sustaining capital expenditures. • We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical projections. • We evaluated the reasonableness of Management’s Projections by ◦ Comparing the projections to historical financial results; ◦ Comparing the projections to internal communications between management and the Board of Directors; and ◦ Comparing trends in the projections to analyst and Industry reports for the Company and certain of its peer companies. • We evaluated the impact of changes in Management’s Projections from the projection date to December 31, 2025. /s/ Deloitte & Touche LLP Houston, Texas February 25, 2026 We have served as the Company’s auditor since 2013. F-3 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share data) December 31, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 164,113 $ 191,921 Restricted cash 351 346 Total cash, cash equivalents, and restricted cash 164,464 192,267 Trade accounts receivable, net of allowances of $ 0.4 million and $ 0.4 million at December 31, 2025 and December 31, 2024, respectively 312,672 398,131 Inventories 1,228,787 1,089,318 Prepaid and other current assets 70,168 92,527 Total current assets 1,776,091 1,772,243 Property, plant, and equipment Property, plant, and equipment 1,863,105 1,730,966 Less accumulated depreciation and amortization ( 665,154 ) ( 574,657 ) Property, plant, and equipment, net 1,197,951 1,156,309 Long-term assets Operating lease right-of-use (“ROU”) assets 391,395 428,120 Refining and logistics equity investments 98,654 86,311 Investment in Laramie Energy, LLC 35,806 12,498 Intangible assets, net 9,484 9,520 Goodwill 127,276 129,275 Other long-term assets 197,032 235,095 Total assets $ 3,833,689 $ 3,829,371 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ 4,930 $ 4,885 Obligations under inventory financing agreements 161,492 194,198 Accounts payable 341,555 436,795 Accrued taxes 31,565 36,027 Operating lease liabilities 99,558 80,174 Other accrued liabilities 467,036 344,188 Total current liabilities 1,106,136 1,096,267 Long-term liabilities Long-term debt, net of current maturities 797,940 1,108,082 Finance lease liabilities 12,002 11,690 Operating lease liabilities 312,450 362,092 Other liabilities 52,645 59,938 Total liabilities 2,281,173 2,638,069 Commitments and Contingencies (Note 19) Noncontrolling interest 40,976 — Stockholders’ equity Preferred stock, $ 0.01 par value: 3,000,000 shares authorized, none issued — — Common stock, $ 0.01 par value; 500,000,000 shares authorized at December 31, 2025 and December 31, 2024, 49,685,138 shares and 55,265,421 shares issued at December 31, 2025 and December 31, 2024, respectively 497 552 Additional paid-in capital 957,941 884,548 Accumulated earnings 541,376 295,846 Accumulated other comprehensive income 11,726 10,356 Total stockholders’ equity 1,511,540 1,191,302 Total liabilities, noncontrolling interest, and stockholders’ equity $ 3,833,689 $ 3,829,371 See accompanying notes to consolidated financial statements. F-4 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2025 2024 2023 Revenues $ 7,464,650 $ 7,974,457 $ 8,231,955 Operating expenses Cost of revenues (excluding depreciation) 6,109,822 7,101,148 6,838,109 Operating expense (excluding depreciation) 587,665 584,282 485,587 Depreciation and amortization 144,325 131,590 119,830 General and administrative expense (excluding depreciation) 98,450 108,844 91,447 Equity earnings from refining and logistics investments ( 26,278 ) ( 11,905 ) ( 11,844 ) Acquisition and integration costs 4,335 100 17,482 Par West redevelopment and other costs 14,793 12,548 11,397 Other operating loss (gain), net ( 7,220 ) 222 ( 59 ) Total operating expenses 6,925,892 7,926,829 7,551,949 Operating income 538,758 47,628 680,006 Other income (expense) Interest expense and financing costs, net ( 82,383 ) ( 82,793 ) ( 72,450 ) Debt extinguishment and commitment costs ( 1,147 ) ( 1,688 ) ( 19,182 ) Other expense, net ( 665 ) ( 1,869 ) ( 53 ) Equity earnings (losses) from Laramie Energy, LLC 23,308 ( 296 ) 24,985 Total other expense, net ( 60,887 ) ( 86,646 ) ( 66,700 ) Income (loss) before income taxes 477,871 ( 39,018 ) 613,306 Income tax benefit (expense) ( 110,783 ) 5,696 115,336 Net income (loss) 367,088 ( 33,322 ) 728,642 Less: 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 Diluted $ 7.16 $ ( 0.59 ) $ 11.94 Weighted-average number of shares outstanding Basic 50,743 56,775 60,035 Diluted 51,591 56,775 61,014 See accompanying notes to consolidated financial statements. F-5 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2025 2024 2023 Net income (loss) $ 367,088 $ ( 33,322 ) $ 728,642 Other comprehensive income: Other post-retirement benefits income, net of tax 1,370 2,182 45 Total other comprehensive income, net of tax 1,370 2,182 45 Comprehensive income (loss) 368,458 ( 31,140 ) 728,687 Less: 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. F-6 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net income (loss) $ 367,088 $ ( 33,322 ) $ 728,642 Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation and amortization 144,325 131,590 119,830 Debt extinguishment and commitment costs 1,145 1,688 19,182 Non-cash interest expense 6,871 5,741 4,645 Non-cash lower of cost and net realizable value adjustment 568 2,288 — Deferred taxes 100,421 ( 2,559 ) ( 126,267 ) Other operating loss (gain), net ( 7,220 ) 222 ( 59 ) Stock-based compensation 16,599 25,704 11,633 Unrealized (gain) loss on derivative contracts ( 26,308 ) 42,484 ( 49,689 ) Equity (earnings) losses from Laramie Energy, LLC ( 23,308 ) 296 ( 24,985 ) Equity earnings from refining and logistics investments ( 26,278 ) ( 11,905 ) ( 11,844 ) Dividends received from refining and logistics investments 13,935 13,080 4,328 Net changes in operating assets and liabilities: Trade accounts receivable 84,674 ( 26,036 ) ( 112,421 ) Prepaid and other assets 37,842 55,930 ( 82,027 ) Inventories ( 144,104 ) 62,853 180,235 Deferred turnaround expenditures ( 101,242 ) ( 73,453 ) ( 5,851 ) Obligations under inventory financing agreements ( 59,901 ) ( 53,498 ) ( 91,624 ) Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities 60,230 ( 57,327 ) 15,428 Net cash provided by operating activities 445,337 83,776 579,156 Cash flows from investing activities: Acquisitions of businesses, net of cash acquired — — ( 595,420 ) Capital expenditures ( 148,873 ) ( 135,540 ) ( 82,277 ) Proceeds from sale of assets and other 6,089 61 1,322 Return of capital from Laramie Energy, LLC — 1,485 10,706 Return of capital from refining and logistics investments — — 6,630 Net cash used in investing activities ( 142,784 ) ( 133,994 ) ( 659,039 ) Cash flows from financing activities: Proceeds from borrowings 6,020,810 4,518,219 1,462,850 Repayments of borrowings ( 6,353,285 ) ( 4,061,619 ) ( 1,317,709 ) Net borrowings (repayments) of deferred payment arrangements and receivable advances — ( 165,459 ) ( 95,985 ) Payment of deferred loan costs ( 2,256 ) ( 9,634 ) ( 14,371 ) Purchase of common stock for retirement ( 124,845 ) ( 141,974 ) ( 67,821 ) Exercise of stock options 613 1,514 17,129 Issuance of subsidiary units 100,000 — — Proceeds from inventory financing agreements 55,398 203,074 — 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 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 Cash, cash equivalents, and restricted cash at end of period $ 164,464 $ 192,267 $ 279,446 Supplemental cash flow information: Net cash received (paid) for: Interest $ ( 80,471 ) $ ( 67,828 ) $ ( 77,417 ) Taxes 4,490 ( 12,029 ) ( 6,099 ) F-7 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Non-cash investing and financing activities: Accrued capital expenditures $ 27,731 $ 33,314 $ 13,241 ROU assets obtained in exchange for new finance lease liabilities 2,942 2,319 7,896 ROU assets obtained in exchange for new operating lease liabilities 57,352 166,028 72,219 ROU assets terminated in exchange for release from operating lease liabilities 1,318 41 1,439 See accompanying notes to consolidated financial statements. F-8 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands) Accumulated 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 $ — Issuance of common stock for employee stock purchase plan 61 — 1,937 — — 1,937 — Stock-based compensation 464 6 11,336 — — 11,342 — Purchase of common stock for retirement ( 1,946 ) ( 19 ) ( 6,090 ) ( 62,099 ) — ( 68,208 ) — Exercise of stock options 706 6 17,123 — — 17,129 — Other comprehensive income — — — — 45 45 — Net income — — — 728,642 — 728,642 — Balance, December 31, 2023 59,756 597 860,797 465,856 8,174 1,335,424 — Issuance of common stock for employee stock purchase plan 136 — 2,715 — — 2,715 — Stock-based compensation 391 4 25,293 — — 25,297 — Purchase of common stock for retirement ( 5,118 ) ( 49 ) ( 5,771 ) ( 136,688 ) — ( 142,508 ) — Exercise of stock options 100 — 1,514 — — 1,514 — Other comprehensive income — — — — 2,182 2,182 — 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 — Stock-based compensation 803 9 16,174 — — 16,183 — Purchase of common stock for retirement ( 6,575 ) ( 64 ) ( 2,887 ) ( 123,861 ) — ( 126,812 ) — Exercise of stock options 99 — 613 — — 613 — Other comprehensive income — — — — 1,370 1,370 — 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 See accompanying notes to consolidated financial statements. F-9 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 Note 1— Overview Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) provide both renewable and conventional fuels to the western United States. Currently, we operate in three primary business segments: 1) Refining - We own and operate four refineries. Our refineries in Kapolei, Hawaii, Newcastle, Wyoming, Tacoma, Washington, and Billings, Montana, convert crude oil into gasoline, distillate, asphalt and other products to serve the state of Hawaii and areas ranging from Washington state to the Dakotas and Wyoming. 2) Retail - We operate fuel retail outlets in Hawaii, Washington, and Idaho. We operate convenience stores and fuel retail sites under our “Hele” and “nomnom” brands, “76” branded fuel retail sites and other sites operated by third parties that sell gasoline, diesel, and retail merchandise such as soft drinks, prepared foods, and other sundries. We also operate unattended cardlock stations. 3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions. This network includes a single point mooring (“SPM”) in Hawaii, a unit train-capable rail loading terminal in Washington, and other terminals, pipelines, trucking operations, marine vessels, storage facilities, loading and truck racks, and rail facilities for the movement of petroleum, refined products, and ethanol in and among the Hawaiian islands, between the U.S. 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”). Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. 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. Note 2— Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation 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. Use of Estimates The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments. Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support certain ongoing bankruptcy recovery trust claims. F-10 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 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 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. We did not have a material change in our allowances on trade receivables during the years ended December 31, 2025, 2024, or 2023. Inventories Commodity inventories, excluding commodity inventories at the Washington refinery, are stated at the lower of cost and net realizable value (“NRV”) using the first-in, first-out (“FIFO”) inventory accounting method. Commodity inventories at the Washington refinery are stated at the lower of cost and NRV using the last-in, first-out (“LIFO”) inventory accounting method. 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 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. Legal title to the crude oil passes to us at the tank outlet. Citi takes legal title of crude oil in transit at the specified purchase location with the third party supplier. We purchase the crude oil shipment from Citi at the SPM delivery point and we sell an equal quantity and quality of crude oil to Citi at the crude intake point. Legal title to crude oil in transit passes to us at the SPM delivery point for the upstream leg, and legal title passes to Citi at the crude intake point for the downstream leg. We record the inventory owned by Citi on our behalf as inventory with a corresponding obligation on our balance sheet in the amount we expect to pay to satisfy the repurchase obligation for the crude oil inventory then-owned by Citi following the expiration or termination of the Inventory Intermediation Agreement. 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. Aron & Company LLC (“J. Aron”) to support our Hawaii refining operations (the “Supply and Offtake Agreement"). All of the crude oil utilized at the Hawaii refinery was financed by J. Aron under the Supply and Offtake Agreement as described in “Note 13—Inventory Financing Agreements”. The crude oil remained in the legal title of J. Aron and was stored in our storage tanks governed by a storage agreement. Legal title to the crude oil passed to us at the tank outlet. After processing, J. 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 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. (“MLC”) as described in “Note 13—Inventory Financing Agreements”. Under this arrangement, U.S. Oil & Refining Co., a wholly owned subsidiary, and certain affiliated entities (collectively, “U.S. Oil”) F-11 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. U.S. Oil held title to all crude oil and refined products inventories at all times and pledged such inventories, together with all receivables arising from the sales of these inventories, exclusively to MLC. On October 4, 2023, we terminated the Washington Refinery Intermediation Agreement; please read “Note 13—Inventory Financing Agreements” for further information. We enter into refined product and crude oil exchange agreements with other oil companies. Exchange receivables or payables are stated at cost and are presented within Trade accounts receivable and Accounts payable on our consolidated balance sheets. Environmental Credits and Obligations 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. 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 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. Please read “Note 17—Fair Value Measurements” for further information. 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 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. Prior to February 21, 2023, we did not apply the equity method of accounting for our investment in Laramie Energy because the book value of such investment had been reduced to zero. The investment is reviewed for impairment when events or changes in circumstances indicate that there may have been an other-than-temporary decline in the value of the investment. Please read “Note 4—Investment in Laramie Energy” for further information. F-12 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 We capitalize the cost of additions and major improvements and modifications to property, plant, and equipment. The cost of repairs and normal maintenance of property, plant, and equipment is expensed as incurred. Major improvements and modifications of property, plant, and equipment are those expenditures that either extend the useful life, increase the capacity, or improve the operating efficiency of the asset or the safety of our operations. We compute depreciation of property, plant, and equipment using the straight-line method, based on the estimated useful life of each asset as follows: Assets Lives in Years Refining 2 to 47 Logistics 3 to 30 Retail 3 to 40 Corporate 5 to 15 Software 3 to 5 From time to time, we enter into lease arrangements where we are the lessor in order to utilize a portion of our fixed assets not currently used in our primary operations. All of these lessor leases are classified as operating leases, whereby we do not derecognize the underlying asset, and the income from our customers is recognized as revenue on a straight-line basis over the lease term. Please read “Note 18—Leases” for further disclosures and information on leases. Impairment of Long-Lived Assets We review property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value. If this occurs, an impairment loss is recognized for the difference between the fair value and carrying value. Factors that indicate potential impairment include a significant decrease in the market value of the asset, operating or cash flow losses associated with the use of the asset, and a significant change in the asset’s physical condition or use. 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 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. Lease Liabilities and Right-of-Use Assets We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and ROU assets are recognized at the commencement date based on the present value of lease payments over the lease term. We use our incremental borrowing rate in the calculation of present value unless the implicit rate can be readily determined, however, the lease liability associated with leases calculated through the use of implicit rates is not significant. Certain leases include provisions for variable payments based upon percentage of sales and/or other operating metrics; escalation provisions to adjust rental payments to reflect changes in price indices and fair market rents; and provisions for the renewal, termination, and/or purchase of the leased asset. We only consider fixed payments and those options that are reasonably certain to be exercised in the determination of the lease term and the initial measurement of lease liabilities and ROU assets. Expense for finance leases is recognized as amortization expense on a straight-line basis and interest expense on an effective rate basis over the lease term. Expense for operating lease payments is recognized as lease expense on a straight-line basis over the lease term. We do not separate lease and nonlease components of a contract. Leases with an initial F-13 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. Please read “Note 18—Leases” for further disclosures and information on leases. Asset Retirement Obligations We record asset retirement obligations (“AROs”) at fair value in the period in which we have a legal obligation, whether by government action or contractual arrangement, to incur these costs and can make a reasonable estimate of the fair value of the liability. Our AROs arise from our refining, logistics, and retail operations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. When the liability is initially recorded, we capitalize the cost by increasing the book value of the related long-lived tangible asset. The liability is accreted to its estimated settlement value with accretion expense recognized in Depreciation and amortization (“D&A”) on our consolidated statements of operations and the related capitalized cost is depreciated over the asset’s useful life. The difference between the settlement amount and the recorded liability is recorded as a gain or loss on asset disposals in our consolidated statements of operations. We estimate settlement dates by considering our past practice, industry practice, contractual terms, management’s intent, and estimated economic lives. We cannot currently estimate the fair value for certain AROs primarily because we cannot estimate settlement dates (or ranges of dates) associated with these assets. These AROs include hazardous materials disposal (such as petroleum manufacturing by-products, chemical catalysts, and sealed insulation material containing asbestos) and removal or dismantlement requirements associated with the closure of our refining facilities, terminal facilities, or pipelines, including the demolition or removal of certain major processing units, buildings, tanks, pipelines, or other equipment. Deferred Turnaround Costs Refinery turnaround costs, which are incurred in connection with planned major maintenance activities at our refineries, are deferred and amortized on a straight-line basis over the period of time estimated until the next planned turnaround (generally three to seven years ). During 2025, 2024, and 2023, we recognized deferred turnaround costs of approximately $ 101.2 million, $ 73.5 million and $ 5.9 million, respectively. Deferred turnaround costs are presented within Other long-term assets on our consolidated balance sheets. Goodwill and Other Intangible Assets Goodwill represents the amount the purchase price exceeds the fair value of net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1. We assess the recoverability of the carrying value of goodwill during the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required. Under the quantitative test, we compare the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment loss is recorded. 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. We evaluate the carrying value of our intangible assets when impairment indicators are present. When we believe impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of the intangible assets are prepared. If the projections indicate that their carrying values are not recoverable, we reduce the carrying values to their estimated fair values. Environmental Matters We capitalize environmental expenditures that extend the life or increase the capacity of facilities as well as expenditures that prevent environmental contamination. We expense costs that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation. We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated. Cost estimates are based on the expected timing and extent of remedial actions required by governing agencies, experience gained from similar sites for which environmental assessments or remediation have been completed, and the amount of our anticipated liability considering the proportional liability and financial abilities of other responsible parties. 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 F-14 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. Derivatives and Other Financial instruments We are exposed to commodity price risk related to crude oil, refined products, and environmental credits. We manage this exposure through the use of various derivative commodity instruments. These instruments include exchange traded futures and over-the-counter (“OTC”) swaps, forwards, and options. For our forward contracts that are derivatives, we have elected the normal purchase normal sale exclusion, as it is our policy to fulfill or accept the physical delivery of the product and we will not net settle. Therefore, we did not recognize the unrealized gains or losses related to these contracts in our consolidated financial statements. All derivative instruments not designated as normal purchases or sales are recorded in the balance sheet as either assets or liabilities measured at their fair values. Changes in the fair value of these derivative instruments are recognized currently in earnings. We have not designated any derivative instruments as cash flow or fair value hedges and, therefore, do not apply hedge accounting treatment. 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. Prior to the termination of the Supply and Offtake Agreement on May 31, 2024, we also had embedded derivatives for our obligations to repurchase crude oil and refined products from J. Aron. These liabilities were initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. Please read “Note 16—Derivatives” and “Note 17—Fair Value Measurements” for information regarding our derivatives and other financial instruments. Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We do not have any unrecognized tax benefits as of December 31, 2025. 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 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. Any penalties or interest as a result of an examination will be recorded in the period assessed. Stock-Based Compensation We recognize the cost of share-based payments on a straight-line basis over the period the employee provides service, generally the vesting period, and include such costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) in our consolidated statements of operations. We account for forfeitures as they occur. The grant date fair value of restricted stock awards is equal to the market price of our common stock on the date of grant. The fair value of stock options is estimated using the Black-Scholes option-pricing model as of the date of grant. 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. F-15 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 Refining and Retail Our refining and retail segment revenues are primarily associated with the sale of refined products. We recognize revenues upon physical delivery of refined products to a customer, which is the point in time at which control of the refined products is transferred to the customer. The pricing of our refined products is variable and primarily driven by commodity prices. The refining segment’s contracts with its customers state the terms of the sale, including the description, quantity, delivery terms, and price of each product sold. Payments from refining and bulk retail customers are generally due in full within 2 to 30 days of product delivery or invoice date. Payments from our other retail customers occur at the point of sale and are typically collected in cash or occur by credit or debit card. As such, we have no significant financing element to our revenues and have immaterial product returns and refunds. We account for certain transactions on a net basis under Financial Accounting Standards Board (“FASB”) ASC Topic 845, “Nonmonetary Transactions.” These transactions include nonmonetary crude oil and refined product exchange transactions, certain crude oil buy/sell arrangements, and sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another. We made an accounting policy election to apply the sales tax practical expedient, whereby all taxes assessed by a governmental authority that are both imposed on and concurrent with a revenue-producing transaction and collected from our customers will be recognized on a net basis within Cost of revenues (excluding depreciation). Logistics We recognize transportation and storage fees as services are provided to a customer. Substantially all of our logistics revenues represent intercompany transactions that are eliminated in consolidation. Cost Classifications Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our environmental credit obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains and losses on derivatives and inventory valuation adjustments. Certain direct operating expenses related to our logistics segment are also included in Cost of revenues (excluding depreciation). Operating expense (excluding depreciation) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, and environmental compliance costs, as well as chemicals and catalysts and other direct operating expenses. F-16 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 depreciation and finance lease amortization expense excluded from each line item in our consolidated statements of operations (in thousands): Year Ended December 31, 2025 2024 2023 Cost of revenues $ 25,910 $ 26,904 $ 24,980 Operating expense 75,347 77,296 66,886 General and administrative expense 3,022 2,325 2,142 Segment Information The accounting policies of individual segments are the same as those described here in “Note 2—Summary of Significant Accounting Policies” except that non-operating expenses and income are recorded and evaluated on a consolidated basis. Operating expense includes certain shared costs such as finance, accounting, tax, human resources, information technology, and legal costs that are not directly attributable to specific operating segments. These expenses are allocated based on various criteria, generally reflecting the time and resources provided to each segment. The Chief Executive Officer, the chief operating decision maker (“CODM”), primarily evaluates segment performance based on segment-level Adjusted Gross Margin and Adjusted EBITDA. We have provided additional disclosure on Cost of revenues disaggregated by significant category by segment, consistent with the disclosure requirements outlined in Accounting Standards Update (“ASU”) 2023-07. Benefit Plans We recognize an asset for the overfunded status or a liability for the underfunded status of our defined benefit pension plans (the “Benefit Plans”). 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. Certain changes in the plans’ funded status are recognized in Other comprehensive income (loss) in the period the change occurs. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are categorized with the highest priority given to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority given to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 – Assets or liabilities for which the item is valued based on quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Assets or liabilities valued based on observable market data for similar instruments. Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed and considers risk premiums that a market participant would require. The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Our policy is to recognize transfers in and/or out of fair value hierarchy levels as of the end of the reporting period for which the event or change in circumstances caused the transfer. We have consistently applied these valuation techniques for the periods presented. 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. Please read “Note 22—Income (Loss) Per Share” for further information. F-17 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 Foreign Currency Transactions We may, on occasion, enter into transactions denominated in currencies other than the U.S. 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 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. Accounting Principles Not Yet Adopted On November 4, 2024, the FASB issued ASU 2024-03 , Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. This ASU requires companies to disclose, in the notes to financial statements, specified information about certain costs and expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, 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. 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). 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. Please read “Note 23—Income Taxes” for further information on the additional disclosures. On December 31, 2024, we adopted ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Please read “Note 24—Segment Information” for further information on the additional disclosures. Note 3—Refining and Logistics Equity Investments Yellowstone Energy Limited Partnership On June 1, 2023, we completed the Billings Acquisition (as defined in “Note 6—Acquisitions”) and acquired a 65 % limited partnership ownership interest in YELP. YELP owns a cogeneration facility in Billings, Montana, that converts petroleum coke, supplied from our Montana refinery and other nearby third-party refineries, into power production for the local utility grid. The change in our equity investment in YELP is as follows (in thousands): Year Ended December 31, 2025 2024 Beginning balance $ 57,167 $ 59,824 Equity earnings from YELP 18,941 5,055 Depreciation of basis difference ( 1,393 ) ( 1,392 ) Dividends received ( 4,975 ) ( 6,320 ) Ending balance $ 69,740 $ 57,167 Yellowstone Pipeline Company F-18 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”). The change in our equity investment in YPLC is as follows (in thousands): Year Ended December 31, 2025 2024 Beginning balance $ 29,144 $ 27,662 Equity earnings from YPLC 8,578 8,090 Accretion of basis difference 152 152 Dividends received ( 8,960 ) ( 6,760 ) Ending balance $ 28,914 $ 29,144 Note 4— Investment in Laramie Energy As of December 31, 2025, we owned a 46 % ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. The balance of our investment in Laramie Energy was $ 35.8 million and $ 12.5 million as of December 31, 2025, and December 31, 2024, respectively. 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. Laramie Energy used the proceeds from the term loan to repay the then-outstanding balance of $ 76.3 million on its existing term loan, including accrued interest and prepayment penalties, and fully redeem preferred equity of $ 73.5 million. After deducting transaction costs, net proceeds were $ 4.8 million. The delayed draw commitment expired in August 2024. Under the terms of the new term loan, Laramie is permitted to make future cash distributions to its owners, including us, subject to certain restrictions. Laramie Energy’s term loan matures on February 21, 2027. As of December 31, 2025 and 2024, the term loan had an outstanding balance of $ 160.0 million. 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. Our share of this distribution was $ 10.7 million, which was reflected as Return of capital from Laramie Energy, LLC on our consolidated statements of cash flows. We recorded the cash received as Equity earnings (losses) from Laramie Energy, LLC on our consolidated statements of operations because the carrying value of our investment in Laramie Energy was zero at the time of such distribution. On April 29, 2024, Laramie Energy made a cash distribution to its owners, including us, based on ownership percentage. Our share of this distribution was $ 1.5 million. Effective February 21, 2023, and concurrent with Laramie’s entry into the new term loan agreement noted above, we resumed the application of equity method accounting with respect to our investment in Laramie Energy. At December 31, 2025, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 58.2 million. This difference arose primarily due to other-than-temporary impairments of our equity investment in Laramie Energy. The change in our equity investment in Laramie Energy is as follows (in thousands): Year Ended December 31, 2025 2024 Beginning balance $ 12,498 $ 14,279 Equity earnings (losses) from Laramie Energy 16,852 ( 6,753 ) Accretion of basis difference 6,456 6,457 Distribution received — ( 1,485 ) Ending balance $ 35,806 $ 12,498 Note 5—Joint Venture Renewable Fuels Facility Joint Venture F-19 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 F-20 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. The Billings Acquisition increases scale and geographic diversification on the U.S. mainland and allows for efficient access to alternative markets. On June 1, 2023, we completed the Billings Acquisition for a total purchase price of approximately $ 625.4 million, including acquired working capital, consisting of a cash deposit of $ 30.0 million paid on October 20, 2022 upon execution of the Purchase Agreement and $ 595.4 million paid at closing on June 1, 2023. The Company funded the Billings Acquisition with cash on hand and borrowings from the ABL Credit Facility (as defined in “Note 15—Debt”). 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. A summary of the fair value of the assets acquired and liabilities assumed is as follows (in thousands): Trade accounts receivable $ 2,387 Inventories 299,176 Property, plant, and equipment 259,088 Operating lease right-of-use assets 3,562 Investment in refining and logistics subsidiaries 86,600 Other long-term assets 4,094 Total assets (1) 654,907 Current operating lease liabilities 2,081 Other current liabilities 7,056 Environmental liabilities 18,869 Long-term operating lease liabilities 1,481 Total liabilities 29,487 Total $ 625,420 _______________________________________________________ (1) We allocated $ 538.7 million and $ 116.2 million of total assets to our refining and logistics segments, respectively. As of March 31, 2024, we finalized the Billings Acquisition purchase price allocation. 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. We assumed certain environmental liabilities associated with the Billings Acquisition, including costs related to hazardous waste corrective measures, ground and surface water sampling and monitoring. We expect to incur these costs over a 20 to 30 year period. The results of operations of the Montana refinery, newly acquired logistics assets in the Rockies region, and YELP and YPLC equity investments were included in our results beginning on June 1, 2023. For the year ended December 31, 2023, our results of operations included revenues of $ 1.5 billion , and net income of $ 57.9 million , related to these assets. The following unaudited pro forma financial information presents our consolidated revenues and Net income as if the Billings Acquisition had been completed on January 1, 2022 (in thousands): Year Ended December 31, 2023 Revenues $ 9,172,821 Net income 847,740 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 F-21 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 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. Note 7— Revenue Recognition As of December 31, 2025 and 2024, receivables from contracts with customers were $ 265.0 million and $ 312.7 million, respectively. Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer. Deferred revenue was $ 6.7 million and $ 16.2 million as of December 31, 2025, and 2024, respectively. We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation. The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands): Year Ended December 31, 2025 Refining Logistics Retail Product or service: Gasoline $ 2,587,011 $ — $ 418,492 Distillates (1) 2,936,142 — 50,004 Other refined products (2) 1,494,935 — — Merchandise — — 104,748 Transportation and terminalling services — 298,442 — Other revenue 188,057 — 3,485 Total segment revenues (3) $ 7,206,145 $ 298,442 $ 576,729 Year Ended December 31, 2024 Refining Logistics Retail Product or service: Gasoline $ 2,744,498 $ — $ 426,061 Distillates (1) 3,214,809 — 48,269 Other refined products (2) 1,550,466 — — Merchandise — — 106,939 Transportation and terminalling services — 299,532 — Other revenue 224,093 — 3,491 Total segment revenues (3) $ 7,733,866 $ 299,532 $ 584,760 Year Ended December 31, 2023 Refining Logistics Retail Product or service: Gasoline $ 2,689,350 $ — $ 438,058 Distillates (1) 3,412,819 — 49,651 Other refined products (2) 1,718,961 — — Merchandise — — 101,529 Transportation and terminalling services — 260,779 — Other revenue 148,350 — 3,242 Total segment revenues (3) $ 7,969,480 $ 260,779 $ 592,480 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, gas oil, and asphalt. (3) Refer to “Note 24—Segment Information” for the reconciliation of segment revenues to total consolidated revenues. F-22 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 Note 8— Inventories Inventories at December 31, 2025 and 2024, consisted of the following (in thousands): Titled Inventory Inventory Financing Agreements (1) Total December 31, 2025 Crude oil and feedstocks $ 144,363 $ 125,077 $ 269,440 Refined products and blendstock 413,066 — 413,066 Warehouse stock and other (2) 546,281 — 546,281 Total $ 1,103,710 $ 125,077 $ 1,228,787 December 31, 2024 Crude oil and feedstocks $ 124,910 $ 178,070 $ 302,980 Refined products and blendstock 504,456 — 504,456 Warehouse stock and other (2) 281,882 — 281,882 Total $ 911,248 $ 178,070 $ 1,089,318 _________________________________________________________ (1) Please read “Note 13—Inventory Financing Agreements” for further information. (2) Includes $ 450.7 million and $ 195.0 million of RINs and environmental credits, reported at the lower of cost or NRV, as of December 31, 2025 and 2024, respectively. Our renewable volume obligation and other gross environmental credit obligations of $ 380.4 million and $ 232.0 million, are included in Other accrued liabilities on our consolidated balance sheets as of December 31, 2025 and 2024, respectively. 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, 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. Note 9— Prepaid and Other Current Assets Prepaid and other current assets at December 31, 2025 and 2024, consisted of the following (in thousands): December 31, 2025 2024 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 Other 10,374 21,336 Total $ 70,168 $ 92,527 _________________________________________________________ (1) Our cash margin that is required as collateral deposits on our commodity derivatives cannot be offset against the fair value of open contracts except in the event of default. Please read “Note 16—Derivatives” for further information. F-23 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 Note 10— Property, Plant, and Equipment Major classes of property, plant, and equipment, including assets acquired under finance leases, consisted of the following (in thousands): December 31, 2025 2024 Land $ 197,168 $ 194,623 Buildings and equipment (1) 1,640,921 1,511,807 Other (1) 25,016 24,536 Total property, plant, and equipment 1,863,105 1,730,966 Less accumulated depreciation and amortization ( 665,154 ) ( 574,657 ) Property, plant, and equipment, net $ 1,197,951 $ 1,156,309 ______________________________________________________ (1) Please read “Note 18—Leases” for further disclosures and information on finance leases. Depreciation and finance lease amortization expense was approximately $ 104.3 million, $ 106.5 million, and $ 94.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. Note 11— Goodwill and Intangible Assets During the years ended December 31, 2025, 2024, and 2023, the change in the net carrying amount of goodwill was as follows (in thousands): Balance at January 1, 2023 $ 129,325 Acquisition — Divestitures ( 50 ) Balance at December 31, 2023 129,275 Acquisition — Divestitures — Balance at December 31, 2024 129,275 Acquisition — Divestitures (1) ( 1,999 ) Balance at December 31, 2025 $ 127,276 ________________________________________________________ (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, $ 75.7 million, and $ 77.7 million as of December 31, 2023, 2024, and 2025, respectively. F-24 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 Intangible assets consisted of the following (in thousands): December 31, 2025 2024 Intangible assets: Trade names and trademarks $ 6,267 $ 6,267 Customer relationships 32,064 32,064 Technology licenses 953 — Other 261 261 Total intangible assets 39,545 38,592 Accumulated amortization: Trade name and trademarks ( 5,643 ) ( 5,556 ) Customer relationships ( 24,408 ) ( 23,516 ) Technology licenses ( 10 ) — Other — — Total accumulated amortization ( 30,061 ) ( 29,072 ) Net: Trade name and trademarks 624 711 Customer relationships 7,656 8,548 Technology licenses 943 — Other 261 261 Total intangible assets, net $ 9,484 $ 9,520 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, 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): Year Ended Amount 2026 $ 1,027 2027 1,027 2028 1,027 2029 1,027 2030 1,027 Thereafter 4,088 Total $ 9,223 Note 12— Asset Retirement Obligations Our asset retirement obligations (“AROs”) are primarily related to the removal of underground storage tanks and the removal of brand signage at owned and leased retail sites which are legally required, whether by government action or contractual arrangement. The table below summarizes the changes in our recorded AROs (in thousands): Year Ended December 31, 2025 2024 2023 Beginning balance $ 17,709 $ 16,340 $ 15,375 Accretion expense 1,224 1,369 965 Revision in estimate 437 — — Ending balance $ 19,370 $ 17,709 $ 16,340 F-25 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 Note 13— Inventory Financing Agreements Inventory Intermediation Agreement 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 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. Upon entry into the Inventory Intermediation Agreement, Citi purchased from PHR all the crude oil held in its Hawaii storage tanks. Though title resides with Citi, the Inventory Intermediation Agreement is accounted for similar to a product financing arrangement and the crude oil inventories will continue to be included in our consolidated balance sheets until processed and sold to a third party. Monthly, we record a liability in an amount equal to the amount we expect to pay to repurchase the inventory held by Citi as, following expiration or termination of the Inventory Intermediation Agreement, we are obligated to purchase the crude oil then-owned by Citi at then-current market prices. The Inventory Intermediation Agreement has a term of three years with a one-year extension option upon mutual agreement. Par Petroleum, LLC, a wholly owned subsidiary, guarantees PHR’s obligations under the Inventory Intermediation Agreement and certain other related agreements pursuant to an unsecured guaranty. In connection with the Inventory Intermediation Agreement, on May 31, 2024, PHR entered into a pledge and security agreement with Citi, which grants Citi a security interest on certain collateral to secure the obligations of PHR under the Inventory Intermediation Agreement. 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. F-26 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 Prior to May 31, 2024, we were a party to the Supply and Offtake Agreement with J. Aron to support our Hawaii refining operations. Under the Supply and Offtake Agreement, we paid or received certain fees from J. Aron based on changes in crude oil market prices over time. Though title to the crude oil and certain refined product inventories resided with J. Aron, the Supply and Offtake Agreement was accounted for similar to a product financing arrangement; therefore, the crude oil and refined products inventories continued to be included in our consolidated balance sheets until processed and sold to a third party. Each reporting period, we recorded a liability in an amount equal to the amount we expected to pay to repurchase the inventory held by J. Aron based on then-current market prices. Prior to May 31, 2024, a discretionary draw facility (the “Discretionary Draw Facility”) was available to PHR up to but excluding the expiration date. Under the Discretionary Draw Facility, J. Aron agreed to make advances to PHR from time to time at the request of PHR, subject to the satisfaction of certain conditions precedent, in an aggregate principal amount at any one time outstanding not to exceed the lesser of $ 165 million or the sum of the borrowing base, which was calculated as (x) 85 % of the eligible accounts receivables, plus (y) the lesser of $ 82.5 million and 85 % of eligible hydrocarbon inventory, minus (z) such reserves as established by J. Aron in respect of eligible receivables and eligible hydrocarbon inventory. The Discretionary Draw Facility bore interest at a rate equal to LIBOR (or LIBOR equivalent) plus an applicable spread between 3.50 % and 4.00 % to be determined annually based on certain financial ratios. We also paid a discretionary draw availability fee equal to 0.75 % of the unused capacity under the Discretionary Draw Facility. On May 31, 2024, the Supply and Offtake Agreement expired, the J. Aron Discretionary Draw Facility was terminated, and we entered into the Inventory Intermediation Agreement. We paid $ 382.1 million and $ 60.9 million to settle our J. Aron obligation and Discretionary Draw Facility remaining obligations, respectively. 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 F-27 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 On July 26, 2023, PHR, as borrower, the lenders and letter of credit issuing banks party thereto (collectively, the “LC Facility Lenders”), MUFG Bank, Ltd., as administrative agent (the “LC Facility Agent”), sub-collateral agent, joint lead arranger and sole bookrunner, Macquarie Bank Limited, as joint lead arranger, and U.S. Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”), entered into an Uncommitted Credit Agreement (the “LC Facility Agreement”) whereby the LC Facility Lenders agreed, on an uncommitted and absolutely discretionary basis, to consider making revolving credit loans and issuing and participating in letters of credit in the maximum available amount of $ 120.0 million in the aggregate (the “LC Facility”) with the right to request an increase up to $ 350.0 million in the aggregate, subject to certain conditions. Letters of credit issued under the LC Facility were intended to finance and provide credit support for certain of PHR’s purchases of crude oil. The LC Facility was early terminated on May 31, 2024, in connection with the termination of the Supply and Offtake Agreement and entry into the Inventory Intermediation Agreement. In connection with the termination of the LC Facility, we recognized debt extinguishment costs of $ 0.6 million, which are included in Debt extinguishment and commitment costs on our consolidated statements of operations for the year ended December 31, 2024. We did not have any outstanding borrowings under the LC Facility as of the termination date. The revolving credit loans under the LC Facility bore interest at a (1) SOFR rate plus the applicable margin of 2.5 %, (2) cost of funds rate plus applicable margin of 2.5 % or (3) alternate base rate plus 1.5 %, as more particularly described in the LC Facility Agreement. PHR had agreed to pay certain fees and commissions with respect to letters of credit under the LC Facility, including, but not limited to, a letter of credit commission, in an amount equal to the greater of $ 750 (in dollars) and (1) 2.00 % per annum of the face amount of any trade letter of credit, or (2) 2.25 % per annum of the face amount of any performance letter of credit, each payable monthly in arrears. In addition, PHR paid a fronting fee equal to 0.25 % of the face amount of each letter of credit issued by a letter of credit issuing bank, payable monthly in arrears. Washington Refinery Intermediation Agreement Prior to December 31, 2023, we were a party to the Washington Refinery Intermediation Agreement with MLC, which provided a structured financing arrangement based on U.S. Oil’s crude oil and refined products inventories and associated accounts receivable. Under this arrangement, U.S. Oil purchased crude oil supplied from third-party suppliers and MLC provided credit support for such 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. U.S. Oil held title to all crude oil and refined products inventories at all times and pledged such inventories, together with all receivables arising from the sales of the same, exclusively to MLC. On October 4, 2023, U.S. Oil entered into a wind-down and termination agreement (the “Wind-Down Agreement”) with MLC, which provided for the wind down of the respective obligations of MLC and U.S. Oil. Under the Wind-Down Agreement, in exchange for cash collateral provided by U.S. 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 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. F-28 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 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 Product Financing Agreement, LC Facility, and intermediation agreements (in thousands): Year Ended December 31, 2025 2024 2023 Net fees and expenses: Inventory Intermediation Agreement Inventory intermediation fees (1) $ 34,416 $ 17,480 $ — 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 Inventory intermediation fees (1) — 30,918 56,164 Interest expense and financing costs, net — 2,872 7,149 Washington Refinery Intermediation Agreement Inventory intermediation fees — — 2,250 Interest expense and financing costs, net — — 9,280 LC Facility due 2024 Interest expense and financing costs, net — 1,142 1,667 ___________________________________________________ (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. Please read “Note 16—Derivatives” for further information. Note 14— Other Accrued Liabilities Other accrued liabilities at December 31, 2025 and 2024, consisted of the following (in thousands): December 31, 2025 2024 Accrued payroll and other employee benefits $ 42,034 $ 34,130 Environmental credit obligations (1) 380,390 231,982 Derivative liabilities 13,739 19,548 Deferred revenue 6,719 16,247 Other 24,154 42,281 Total $ 467,036 $ 344,188 ______________________________________________________ (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 F-29 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. Note 15— Debt The following table summarizes our outstanding debt (in thousands): December 31, 2025 2024 Renewables LC Facility due 2026 $ — $ — ABL Credit Facility due 2028 175,000 483,000 Term Loan Credit Agreement due 2030 633,625 640,125 Other long-term debt 6,205 4,108 Principal amount of long-term debt 814,830 1,127,233 Less: unamortized discount and deferred financing costs ( 11,960 ) ( 14,266 ) Total debt, net of unamortized discount and deferred financing costs 802,870 1,112,967 Less: current maturities, net of unamortized discount and deferred financing costs ( 4,930 ) ( 4,885 ) Long-term debt, net of current maturities $ 797,940 $ 1,108,082 Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): Year Ended Amount Due 2026 $ 7,538 2027 7,591 2028 182,647 2029 7,707 2030 608,478 Thereafter 869 Total $ 814,830 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 F-30 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 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 On April 26, 2023, in connection with the Billings Acquisition, we repaid in full and terminated the loan and security agreements with certain lenders and Bank of America, N.A., as administrative agent and collateral agent and entered into an Asset-Based Revolving Credit Agreement with certain lenders, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (as amended from time to time, the “ABL Credit Facility”), providing for a senior secured asset-based revolving credit facility in an initial aggregate principal amount of up to $ 150 million and secured by a first priority lien over certain of our assets and other personal property, subject to certain customary exceptions. In accordance with ASC Topic 470, “Debt”, we accounted for the ABL Credit Facility as a debt m odification and unamortized deferred financing costs/modification costs o f $ 0.7 million were rolled into the ABL Credit Facility and will be amortized over the remaining term of the ABL Credit Facility. On May 30, 2023, the ABL Credit Facility was amended (“ABL Credit Facility Billings Amendment”) in order to, among other things, increase the commitment amount by $ 450 million, adjust the borrowing base to account for the Billings Acquisition assets, and fund an escrow account to purchase a portion of the hydrocarbon inventory associated with the Billings Acquisition. Initially the ABL Credit Facility permitted the issuance of letters of credit of up to $ 65 million; with the ABL Credit Facility Billings Amendment this amount increased to $ 250 million. On October 4, 2023, we entered into the Second Amendment to the ABL Credit Facility. The Second Amendment to the ABL Credit Facility provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $ 900 million, (ii) future incremental increases up to $ 400 million, (iii) the designation of U.S. Oil as a borrower under the ABL Credit Facility, (iv) the grant of a security interest in all or substantially all of the assets of each of U.S. Oil and certain affiliated entities’ to secure the obligations under the ABL Credit Facility, and (v) amendments to certain defined terms and provisions in the ABL Credit Facility agreement. On March 22, 2024, we entered into the Third Amendment (the “Third Amendment”) to the ABL Credit Facility. The Third Amendment provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $ 1.4 billion , (i i) future incremental increases up to $ 400 million, (iii) the joinder of PHR to the ABL Credit Facility as a Borrower and (iv) certain other amendments to the ABL Credit Facility to permit a new intermediation facility in favor of PHR. We recorded deferred financing costs of $ 3.8 million related to the Third Amendment that will be amortized over the remaining term of the ABL Credit Facility. 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, 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. As of December 31, 2025, we had $ 750.5 million of availability under the ABL Credit Facility. The interest rates applicable to borrowings under the ABL Credit Facility are based on a fluctuating rate of interest measured by reference to either, at our option, (i) a base rate plus an applicable margin or (ii) an Adjusted Term SOFR rate plus an applicable margin. The initial applicable margin for borrowings under the ABL Credit Facility is 0.50 % per annum with respect to base rate borrowings and 1.50 % per annum with respect to SOFR borrowings, and the applicable margin for such borrowings after June 30, 2023, will be based on the our quarterly average excess availability as determined by reference to a borrowing base, ranging from 0.25 % per annum to 0.75 % per annum with respect to base rate borrowings and from 1.25 % per annum to 1.75 % per annum with respect to SOFR borrowings. We also pay a de minimis fee for any undrawn amounts available under the ABL Credit Facility. The effective interest rate was 6.01 % and 6.97 % for the years ended December 31, 2025 and 2024, respectively. F-31 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 Under the ABL Credit Agreement, the applicable margins for the ABL Credit Facility and advances under the ABL Credit Facility are as specified below: Level Arithmetic Mean of Daily Availability (as a percentage of the borrowing base) Term SOFR Loans Base Rate Loans 1 >50% 1.25 % 0.25 % 2 >30% but ≤ 50% 1.50 % 0.50 % 3 ≤ 30% 1.75 % 0.75 % The ABL Credit Facility includes certain customary affirmative and negative covenants, including a minimum financial fixed charge coverage ratio and a minimum borrower group fixed charge coverage ratio. In addition, the covenants limit our ability and the ability of our restricted subsidiaries to incur indebtedness, grant liens, make investments, engage in acquisitions, mergers, or consolidations, engage in certain hedging transactions, and pay dividends and other restricted payments. Term Loan Credit Agreement due 2030 On February 28, 2023, we entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto (“Lenders”). 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 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. We recognized an aggregate of $ 2.8 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, 2023. On April 8, 2024, the Term Loan Credit Agreement was amended by the Amendment No. 1 to Term Loan Credit Agreement (“Amendment No. 1 to Term Loan Credit Agreement”). Amendment No. 1 to Term Loan Credit Agreement provided for, among other things, (i) 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 2.75 % and 3.75 %, respectively, and (ii) the elimination of the Term SOFR Adjustment of 10 basis points with respect to loans under the Term Loan Credit Agreement. On November 25, 2024, the Term Loan Credit Agreement was amended by the Amendment No. 2 to Term Loan Credit Agreement (“Amendment No. 2 to Term Loan Credit Agreement”). Amendment No. 2 to Term Loan Credit Agreement provided for, among other things, an increase to the size of the term loan from $ 550.0 million to an aggregate initial principal balance of $ 650.0 million. We recorded deferred financing costs of $ 0.5 million related to the Amendment No. 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. F-32 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. The SOFR rate and Base Rate definitions are summarized below: SOFR Rate loan Secured overnight financing rate plus the applicable margin of 3.25 % per annum with a stepdown in the applicable margin of 0.25 % in the event the Company’s credit rating is upgraded to Ba3/BB-, Base Rate loan A per annum rate plus the applicable margin of 2.25 %. The base rate is the greatest of: • a rate as calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (“Federal Funds Rate”) for such day, plus 0.5 %; • a rate equal to adjusted term SOFR for a one month interest period as of such day plus 1.0 %; or • 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, with the balance due upon maturity. The Term Loan Credit Agreement matures on February 28, 2030. 7.75 % Senior Secured Notes 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. On March 17, 2023, we repurchased and cancelled all remaining outstanding 7.75 % Senior Secured Notes at a repurchase price of 101.94 % of the aggregate principal amount repurchased. In connection with the termination of the 7.75 % Senior Secured Notes, we recognized debt extinguishment costs of $ 5.9 million associated with debt repurchase premiums and $ 3.4 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023. Our 7.75 % Senior Secured Notes bore interest at a rate of 7.75 % per year (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2018). Term Loan B Facility On February 28, 2023, we terminated and repaid all amounts outstanding under the Term Loan B Facility. We recognized debt extinguishment costs of $ 1.7 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023. The Term Loan B Facility bore interest at a rate per annum equal to Adjusted LIBOR (as defined in the Term Loan B Facility) plus an applicable margin of 6.75 % or at a rate per annum equal to Alternate Base Rate (as defined in the Term Loan B Facility) plus an applicable margin of 5.75 %. In addition to the quarterly interest payments, the Term Loan B Facility required quarterly principal payments of $ 3.1 million. 12.875 % Senior Secured Notes 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. On March 17, 2023, we repurchased and cancelled all remaining outstanding 12.875 % Senior Secured Notes at a repurchase price of 108.616 % of the aggregate principal amount repurchased. In connection with the termination of the 12.875 % Senior Secured Notes, we recognized debt extinguishment costs of $ 2.8 million associated with debt repurchase premiums and $ 1.1 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023. The 12.875 % Senior Secured Notes bore interest at an annual rate of 12.875 % per year (payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2021). Other long-term debt On June 7, 2023, we entered into two promissory notes with a third-party lender to acquire land in Kahului, Hawaii, and Hilo, Hawaii, totaling $ 5.1 million. The notes bear interest at a fixed rate of 4.625 % per annum and are payable on the first day of each month, commencing on July 1, 2023, until maturity. The promissory notes are unsecured and mature on June 7, 2030. F-33 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 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, 2025, we were in compliance with all of our debt instruments. Note 16— Derivatives Commodity Derivatives We utilize commodity derivative contracts to manage our price exposure in our inventory positions, future purchases of crude oil, future purchases and sales of refined products, and crude oil consumption in our refining process. The derivative contracts that we execute to manage our price risk include exchange traded futures, options, and OTC swaps. Our futures, options, and OTC swaps 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 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. Aron at the expiration of the Supply and Offtake Agreement. 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 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 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. Any gains and losses with respect to these forward contracts designated as NPNS are not reflected in earnings until the delivery occurs. We elect to offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting agreement. Our consolidated balance sheets present derivative assets and liabilities on a net basis. Please read “Note 17—Fair Value Measurements” for the gross fair value and net carrying value of our derivative instruments. 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 March 2027. At December 31, 2025, our open commodity derivative contracts represented (in thousands of barrels): Contract type Purchases Sales Net Futures 250 ( 560 ) ( 310 ) Swaps 103,807 ( 109,726 ) ( 5,919 ) Total 104,057 ( 110,286 ) ( 6,229 ) F-34 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. The following table provides information on these option collars at our refineries as of December 31, 2025: Total open option collars 2,225 Weighted-average strike price - floor (in dollars) $ 45.55 Weighted-average strike price - ceiling (in dollars) $ 82.73 Earliest commencement date January 2026 Furthest expiry date 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 We are exposed to interest rate volatility in our ABL Credit Facility, Term Loan Credit Agreement, and the Inventory Intermediation Agreement. We may utilize interest rate swaps to manage our interest rate risk. On April 12, 2023, we entered into an interest rate collar transaction to manage our interest rate risk related to the Term Loan Credit Agreement. The interest rate collar agreement reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $ 300.0 million as of December 31, 2025. The terms of the agreement provide for an interest rate cap of 5.50 % and floor of 2.30 %, based on the three-month SOFR as of the fixing date. The interest rate collar transaction expires on May 31, 2026. 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. December 31, Balance Sheet Location 2025 2024 Asset (Liability) 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 ) 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 $ 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. F-35 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. The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2025 2024 2023 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 ) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) — 1,053 11,764 Citi repurchase obligation derivative Cost of revenues (excluding depreciation) 4,877 ( 1,588 ) — 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 ) Note 17— Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Purchase Price Allocation of Billings Acquisition The fair values of the assets acquired and liabilities assumed as a result of the Billings Acquisition were estimated as of June 1, 2023, the date of the acquisition, using valuation techniques described in notes (1) through (5) below. Valuation Fair Value Technique (in thousands) Net working capital excluding operating leases $ 294,507 (1) Property, plant, and equipment 259,088 (2) Operating lease right-of-use assets 3,562 (3) Refining and logistics equity investments 86,600 (4) Other long-term assets 4,094 (1) Current operating lease liabilities ( 2,081 ) (3) Long-term operating lease liabilities ( 1,481 ) (3) Environmental liabilities ( 18,869 ) (5) Total $ 625,420 _________________________________________________________ (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. Other long-term assets include preliminary costs for future turnarounds that were recently incurred and were recorded at their net realizable value. (2) The fair value of personal property was estimated using the cost approach. Key assumptions in the cost approach include determining the replacement cost by evaluating recent purchases of comparable assets or published data, and adjusting replacement cost for economic and functional obsolescence, location, normal useful lives, and capacity (if applicable). The fair value of real property was estimated using the market approach. Key assumptions in the market approach include F-36 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. (3) Operating lease right-of-use assets and liabilities were recognized based on the present value of lease payments over the lease term using the incremental borrowing rate at acquisition of 9.6 %. (4) The fair value of our investments in YELP and YPLC were determined using a combination of the income approach and the market approach. Under the income approach, we estimated the present value of expected future cash flows using a market participant discount rate. Under the market approach, we estimated fair value using observable multiples for comparable companies in the investments’ industries. These valuation methods require us to make significant estimates and assumptions regarding future cash flows, capital projects, commodity prices, long-term growth rates, and discount rates. We consider this to be a Level 3 fair value measurement. (5) Environmental liabilities are based on management’s best estimates of probable future costs using currently available information. We consider this to be a Level 3 fair value measurement. Equity Method Investments We evaluate equity method investments for impairment when factors indicate that a decrease in the value of our investment has occurred and the carrying amount of our investment may not be recoverable. An impairment loss, based on the difference between the carrying value and the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. Assets and Liabilities Measured at Fair Value on a Recurring Basis Derivative Instruments We classify financial assets and liabilities according to the fair value hierarchy. Financial assets and liabilities classified as Level 1 instruments are valued using quoted prices in active markets for identical assets and liabilities. These include our exchange traded futures. 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. Level 3 instruments are valued using significant unobservable inputs that are not supported by sufficient market activity. The valuation of the embedded derivative related to our Citi repurchase obligation is based on estimates of the prices and a weighted-average price differential assuming settlement at the end of the reporting period. Estimates of the Citi settlement prices are based on observable inputs, such as Brent indices, and unobservable inputs, such as contractual price differentials as defined in the Inventory Intermediation Agreement. Prior to the termination of the Supply and Offtake Agreement on May 31, 2024, we had embedded derivatives related to our J. Aron repurchase obligation which were based on estimates of the prices and differentials assuming settlement at the end of the reporting period. Estimates of the J. 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. Contractual price differentials are considered unobservable inputs; therefore, these embedded derivatives are classified as Level 3 instruments. We do not have other commodity derivatives classified as Level 3 at December 31, 2025 or 2024. Please read “Note 16—Derivatives” for further information on derivatives. Gross Environmental Credit Obligations 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. 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. F-37 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 Financial Statement Impact Fair value amounts by hierarchy level as of December 31, 2025 and 2024, are presented gross in the tables below (in thousands): December 31, 2025 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity and environmental credit derivatives $ 2,439 $ 422,235 $ — $ 424,674 $ ( 400,411 ) $ 24,263 Liabilities 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 — ( 380 ) — ( 380 ) — ( 380 ) Gross environmental credit obligations (2) (3) — ( 23,679 ) — ( 23,679 ) — ( 23,679 ) Total $ ( 1,833 ) $ ( 423,064 ) $ 3,289 $ ( 421,608 ) $ 400,411 $ ( 21,197 ) December 31, 2024 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity and environmental credit derivatives $ 209,666 $ 13,506 $ — $ 223,172 $ ( 212,581 ) $ 10,591 Liabilities Commodity and environmental credit derivatives $ ( 215,139 ) $ ( 10,898 ) $ — $ ( 226,037 ) $ 212,581 $ ( 13,456 ) Citi repurchase obligation derivative — — ( 1,588 ) ( 1,588 ) — ( 1,588 ) Interest rate derivatives — ( 24 ) — ( 24 ) — ( 24 ) Gross environmental credit obligations (2) (3) — ( 44,498 ) — ( 44,498 ) — ( 44,498 ) Total $ ( 215,139 ) $ ( 55,420 ) $ ( 1,588 ) $ ( 272,147 ) $ 212,581 $ ( 59,566 ) _________________________________________________________ (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. F-38 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. A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Year Ended December 31, 2025 2024 2023 Balance, beginning of period $ ( 1,588 ) $ ( 392 ) $ 2,279 Settlements — ( 661 ) 19,714 Total gains (losses) included in earnings (1) 4,877 ( 535 ) ( 22,385 ) Balance, end of period $ 3,289 $ ( 1,588 ) $ ( 392 ) _________________________________________________________ (1) Included in Cost of revenues (excluding depreciation) on our consolidated statements of operations. The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2025 and 2024 are as follows (in thousands): December 31, 2025 Carrying Value Fair Value ABL Credit Facility due 2028 (1) $ 175,000 $ 175,000 Term Loan Credit Agreement due 2030 (2) 621,665 633,625 Product Financing Agreement (2) — — Other long-term debt (2) 6,205 6,310 December 31, 2024 Carrying Value Fair Value ABL Credit Facility due 2028 (1) 483,000 483,000 Term Loan Credit Agreement due 2030 (2) 625,859 636,924 Product Financing Agreement (2) — — Other long-term debt (2) 4,108 4,412 _________________________________________________________ (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, 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. Note 18— Leases We have cancellable and non-cancellable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one to 30 years or more. There are no material residual value guarantees associated with any of our leases. F-39 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 The following table provides information on the amounts (in thousands, except lease term and discount rates) of our ROU assets and liabilities, weighted average remaining lease term, and weighted average discount rate as of December 31, 2025 and 2024, and their placement within our consolidated balance sheets: Lease type Balance Sheet Location December 31, 2025 December 31, 2024 Assets Finance Property, plant, and equipment $ 33,557 $ 30,655 Finance Accumulated amortization ( 17,185 ) ( 14,543 ) Finance Property, plant, and equipment, net 16,372 16,112 Operating Operating lease right-of-use assets 391,395 428,120 Total right-of-use assets $ 407,767 $ 444,232 Liabilities Current Finance Other accrued liabilities $ 2,303 $ 2,252 Operating Operating lease liabilities 99,558 80,174 Long-term Finance Finance lease liabilities 12,002 11,690 Operating Operating lease liabilities 312,450 362,092 Total lease liabilities $ 426,313 $ 456,208 Weighted-average remaining lease term (in years) Finance 9.89 10.26 Operating 6.58 7.17 Weighted-average discount rate Finance 6.89 % 6.97 % Operating 7.62 % 7.76 % The following table summarizes the lease costs recognized in our consolidated statements of operations (in thousands): Year Ended December 31, Lease cost type 2025 2024 2023 Finance lease cost Amortization of finance lease ROU assets $ 2,646 $ 2,335 $ 1,906 Interest on lease liabilities 960 987 636 Operating lease cost 126,632 112,850 98,928 Variable lease cost 11,181 7,197 9,246 Short-term lease cost 9,536 4,183 13,500 Net lease cost $ 150,955 $ 127,552 $ 124,216 Operating lease income (1) $ ( 2,161 ) $ ( 6,011 ) $ ( 14,908 ) _________________________________________________________ (1) At December 31, 2025 and 2024, Property, plant, and equipment, net, associated with leased assets was approximately $ 4.3 million and $ 4.8 million, respectively. The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material. F-40 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 the supplemental cash flow information related to leases as follows (in thousands): Year Ended December 31, Lease type 2025 2024 2023 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 2,297 $ 1,872 $ 1,693 Operating cash flows from finance leases 941 954 631 Operating cash flows from operating leases 119,917 108,847 98,416 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 2,942 2,319 7,896 ROU assets obtained in exchange for new operating lease liabilities 57,352 166,028 72,219 ROU assets terminated in exchange for release from finance lease liabilities — — — ROU assets terminated in exchange for release from operating lease liabilities 1,318 41 1,439 The table below includes the estimated future undiscounted cash flows for finance and operating leases as of December 31, 2025 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2026 $ 2,985 $ 126,852 $ 129,837 2027 3,022 117,653 120,675 2028 2,118 102,301 104,419 2029 1,712 24,018 25,730 2030 1,163 17,487 18,650 Thereafter 8,692 113,782 122,474 Total lease payments 19,692 502,093 521,785 Less amount representing interest ( 5,599 ) ( 89,873 ) ( 95,472 ) Present value of lease liabilities $ 14,093 $ 412,220 $ 426,313 Additionally, we have no future undiscounted cash flows for operating leases or finance leases that have not yet commenced. Note 19— Commitments and Contingencies In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows. Tax and Related Matters We are also a party to various other legal proceedings, claims, and regulatory, tax or government audits, inquiries and investigations that arise in the ordinary course of business. From time to time, PHR has appealed various tax assessments related to its land, buildings, and fuel storage tanks, and is currently appealing the City of Honolulu’s property tax assessments for tax years 2023 through 2025. 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 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. 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 F-41 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 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. We believe the likelihood of an unfavorable outcome in these matters to be neither probable nor reasonably estimable. Environmental Matters Like other petroleum refiners, our operations are subject to extensive and periodically-changing federal, state, and local environmental laws and regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time. The EPA also regularly conducts compliance inspections related to these regulations. Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows. Hawaii Consent Decree On July 18, 2016, PHR and subsidiaries of Tesoro Corporation (“Tesoro”) entered into a consent decree with the EPA, the U.S. Department of Justice and other state governmental authorities concerning alleged violations of the federal Clean Air Act related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates (“Consent Decree”), including our refinery in Kapolei, Hawaii, that we acquired from Tesoro in 2013. On September 29, 2023, we received a letter from EPA related to the alleged violation of certain air emissions limits, controls, monitoring, and repair requirements under the Consent Decree and the Clean Air Act. We are unable to predict the cost to resolve these alleged violations, but resolution will likely involve financial penalties or impose capital expenditure requirements that could be material. Wyoming Refinery Our Wyoming refinery is subject to a number of consent decrees, orders, and settlement agreements involving the EPA and/or the Wyoming Department of Environmental Quality, some of which date back to the late 1970s and several of which remain in effect, requiring further actions at the Wyoming refinery. The largest cost component arising from these various decrees relates to the investigation, monitoring, and remediation of soil, groundwater, surface water and sediment contamination associated with the facility’s historic operations. Investigative work by Hermes Consolidated LLC, and its wholly owned subsidiary, Wyoming Pipeline Company (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts. As of 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, 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 . Regulation of Greenhouse Gases Under the Energy Independence and Security Act (the “EISA”), the Renewable Fuel Standard (the “RFS”) requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply. Over time, higher annual RFS requirements have the potential to reduce demand for our refined transportation fuel products. 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. F-42 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. Other 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 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 We sell a variety of refined products to a diverse customer base. For each of the years ended December 31, 2025, 2024, and 2023, we had one customer in our refining segment that accounted for 12 %, 12 %, and 13 %, respectively, of our consolidated revenue. No other customer accounted for more than 10% of our consolidated revenues during the years ended December 31, 2025, 2024, and 2023. Note 20— Stockholders’ Equity Common Stock Our certificate of incorporation contains restrictions on the transfer of certain of our securities in order to preserve the net operating loss carryovers, capital loss carryovers, general business credit carryovers, and foreign tax credit carryovers, as well as any “net unrealized built-in loss” within the meaning of Section 382 of the Internal Revenue Service Code, of us or any direct or indirect subsidiary thereof. These restrictions include provisions regarding approval by our Board of Directors of transfers of common stock by holders of five percent or more of the outstanding common stock. Our debt agreements restrict the payment of dividends. F-43 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 Share Repurchase Program On November 10, 2021, the Board authorized and approved a share repurchase program for up to $ 50 million of the currently outstanding shares of the Company’s common stock, with no specified end date. On August 2, 2023, the Board approved expanding the Company’s share repurchase authorization from $ 50 million to $ 250 million. 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. The repurchased shares were retired by the Company upon receipt. As of December 31, 2024, there was $ 46.4 million of authorization remaining under this share repurchase program. On February 21, 2025, the Board authorized a share repurchase program for up to $ 250 million of common stock, with no specified end date. This repurchase program terminated and replaced the prior authorization to repurchase up to $ 250 million of common stock. 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. As of December 31, 2025, there was $ 137.2 million of authorization remaining under this share repurchase program. Incentive Plans Our incentive compensation plans are described below. Long Term Incentive Plan 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. At December 31, 2025, 1.7 million shares were available for future grants and awards under the LTIP. Restricted stock and restricted stock units awarded under the Incentive Plan are subject to restrictions, terms, and conditions, including forfeitures, as may be determined by the Board. During the period in which such restrictions apply, unless specifically provided otherwise in accordance with the terms of the Incentive Plan, the recipient of the restricted stock would be the record owner of the shares and have all of the rights of a stockholder with respect to the shares, including the right to vote and the right to receive dividends or other distributions made or paid with respect to the shares. The recipient of restricted stock units shall not have any of the rights of a stockholder of the Company until such units vest and convert into shares of common stock. The fair value of the restricted stock and stock units is generally determined based upon the quoted market price of our common stock on the date of grant. Restricted stock awards granted prior to 2023 vest ratably over a four-year period. Beginning in 2023, restricted stock awards vest ratably over a three-year period. Restricted stock units do not vest ratably, rather they generally vest in full at the end of three years , while some restricted stock units vest over the same period of time with a one-year cliff. Stock options are issued with an exercise price equal to the fair market value of our common stock on the date of grant and are subject to such other terms and conditions as may be determined by the Board. The options generally expire eight years from the grant date, unless granted by the Board for a shorter term. Option grants generally vest ratably over a four-year period. Stock Purchase Plan The Stock Purchase Plan (as amended, the “SPP”) is limited to the Company’s qualifying executive officers and directors who qualify as accredited investors under Rule 501(a) of the Securities Act of 1933, as amended. The SPP provides that each participant may, subject to compliance with securities laws and other regulations and only during “window periods” as described in our insider trading policy as in effect from time to time, until the later to occur of (a) December 31, 2015, or (b) the eighteen month anniversary of the date that the participant commenced his or her employment or service with us, purchase, in a single transaction, up to $ 1 million of shares of our common stock (“the SPP Shares”) at a per share purchase price equal to the closing price of the common stock on the date of purchase. The sale or transfer of the SPP Shares by such participant would be limited for the earlier of (i) two years from the date of purchase or (ii) the termination of the participant’s service with us or any affiliates for any reason. 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 F-44 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: 50 % for a non-employee chairman of the Board, 35 % for non-employee members of the Board, and 50 % - 70 % for executive officers. The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Incentive Plan and Stock Purchase Plan (in thousands): Years Ended December 31, 2025 2024 2023 Restricted Stock Awards $ 11,045 $ 10,556 $ 7,774 Restricted Stock Units 3,687 4,187 1,931 Stock Option Awards 1,451 10,554 1,637 Employee Stock Purchase Plan Under the Par Pacific Holdings, Inc. 2018 Employee Stock Purchase Plan (“ESPP”), eligible employees may elect to purchase the Company’s common stock at 85 % of the market price on the purchase date. Eligible employees may invest from 0 % to 10 % of their annual income subject to a $ 15 thousand annual maximum. The Board, or a committee of the Board, is authorized to set the market price discount percentages, any holding periods, and other purchasing terms and timing. The Company’s shareholders ratified the ESPP on May 8, 2018. 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. 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. During the years ended December 31, 2025, 2024, and 2023, employees purchased 93 thousand, 136 thousand, and 61 thousand shares under the ESPP, respectively. Other Activity On February 26, 2019, our Board approved the Par Pacific Holdings, Inc. 2019 Management Stock Purchase Plan (the “MSPP”). The MSPP provides executive management with an opportunity to receive restricted stock units (“RSUs”) by converting a portion of their cash bonus compensation into RSUs (“Deferred RSUs”) and receiving awards of matching RSUs, the amount of which are determined by the amount of compensation converted (“Matching RSUs”). A Deferred RSU and a Matching RSU each represents a right to receive one share of the Company’s common stock in the future, subject to the terms and conditions of the MSPP, including, but not limited to, vesting requirements. Shares of common stock issued pursuant to awards of Deferred RSUs and Matching RSUs will be issued from the shares reserved for issuance under the LTIP. As of December 31, 2025, no Deferred RSUs or Matching RSUs had been issued under the MSPP. On February 27, 2024, William Pate, our former CEO, announced that he would retire from his CEO role effective May 1, 2024. During the first quarter of 2024, the Board approved the acceleration of unvested equity awards and the modification of vested stock options granted to him. For the 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 The following tables summarize our restricted stock activity (in thousands, except per share amounts): Shares Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2024 696 $ 27.61 Granted 736 16.26 Vested ( 384 ) 25.06 Forfeited ( 12 ) 23.35 Unvested balance at December 31, 2025 1,036 $ 20.56 F-45 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, 2025 2024 2023 Weighted-average grant-date fair value per share of restricted stock awards and restricted stock units granted (in dollars) $ 16.26 $ 36.83 $ 26.30 Fair value of restricted stock awards and restricted stock units vested $ 9,622 $ 9,514 $ 6,677 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. Performance Restricted Stock Units The following tables summarize our performance restricted stock activity (in thousands, except per unit amounts): Units Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2024 121 $ 33.63 Granted 213 15.62 Vested ( 6 ) 34.39 Forfeited — — Unvested balance at December 31, 2025 328 $ 21.92 Years Ended December 31, 2025 2024 2023 Weighted-average grant-date fair value per share of performance restricted stock units granted (in dollars) $ 15.62 $ 39.09 $ 27.47 Fair value of performance restricted stock units vested $ 195 $ 3,493 $ 686 Performance restricted stock units a re subject to certain annual performance targets based on three-year performance periods as defined by our Board. As of December 31, 2025 and 2024, there were approximately $ 3.3 million and $ 2.4 million of total unrecognized compensation costs related to the performance restricted stock units, respectively which are expected to be recognized on a straight-line basis over a weighted-average period of 1.83 years and 1.90 years, respectively. Stock Option Grants The fair value of each option is estimated on the grant date using the Black-Scholes option pricing model. The expected term represents the period of time that options are expected to be outstanding and is based upon the term of the option. The expected volatility represents the extent to which our stock price is expected to fluctuate between the grant date and the expected term of the award. We do not use an expected dividend yield in our fair value measurement as we are restricted from the payment of dividends. The risk-free rate is the implied yield available on U.S. 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 are presented below. There were no stock options granted in 2023 and 2025. 2024 Expected life from date of grant (in years) 7.5 Expected volatility 52.7 % Risk-free interest rate 4.71 % F-46 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): Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term in Years Aggregate Intrinsic Value Outstanding balance at December 31, 2024 1,565 $ 20.21 4.7 $ 581 Issued — — Exercised ( 350 ) 19.05 Forfeited / canceled / expired — — Outstanding balance at December 31, 2025 1,215 $ 20.55 4.7 $ 17,738 Exercisable, end of year 849 $ 16.43 3.2 $ 15,881 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. Note 21— Benefit Plans Defined Contribution Plans We maintain defined contribution plans for our employees. All eligible employees may participate in our Par plan after thirty days of service. For all employees participating in the Par plan, excluding participating U.S. Oil union employees, we match employee contributions up to a maximum of 6 % of the employee’s eligible compensation, with the employer contributions vesting at 100 %. For the years ended December 31, 2025, 2024, and 2023, we made contributions to the plans totaling approximately $ 12.0 million, $ 9.7 million, and $ 7.5 million, respectively. Defined Benefit Plans We maintain our Benefit Plans covering eligible Wyoming Refining employees and the employees of U.S. Oil covered by a collective bargaining agreement. Benefits under our Wyoming Refining plan are based on years of service and the employee’s highest average compensation received during five consecutive years of the last ten years of employment. Benefits under our U.S. Oil plan are based on the employee’s hourly rate of compensation at the beginning of each year of employment. 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. 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. F-47 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): 2025 2024 Changes in projected benefit obligation: Projected benefit obligation as of the beginning of the period $ 40,781 $ 43,287 Service cost 469 539 Interest cost 2,187 2,045 Plan amendment — — Actuarial loss (gain) (1) 606 ( 2,952 ) Benefits paid ( 2,302 ) ( 2,138 ) Curtailment — — Projected benefit obligation as of the end of the period $ 41,741 $ 40,781 Changes in fair value of plan assets: Fair value of plan assets as of the beginning of the period $ 43,280 $ 42,459 Actual return on plan assets 4,679 2,449 Employer contributions 396 510 Benefits paid ( 2,303 ) ( 2,138 ) Fair value of plan assets as of the end of the period $ 46,052 $ 43,280 ____________________________________________________ (1) For the year ended December 31, 2025, the change in the actuarial loss was due to a decrease in the discount rate. 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. The reconciliation of the funding status of our Benefit Plans of December 31, 2025 and 2024, was as follows (in thousands): 2025 2024 WY Refining U.S. Oil WY Refining U.S. Oil Projected benefit obligation $ 23,880 $ 17,861 $ 23,893 $ 16,888 Fair value of plan assets 22,698 23,354 21,664 21,616 Underfunded/(overfunded) status $ 1,182 $ ( 5,493 ) $ 2,229 $ ( 4,728 ) Amounts recognized in consolidated balance sheet: Non-current assets $ — $ 5,493 $ — $ 4,728 Non-current liabilities ( 1,182 ) — ( 2,229 ) — Net amount recorded $ ( 1,182 ) $ 5,493 $ ( 2,229 ) $ 4,728 Gross amounts recognized in accumulated other comprehensive income: (1) Net actuarial gain $ 5,687 $ 3,636 $ 5,108 $ 2,752 Total accumulated other comprehensive income $ 5,687 $ 3,636 $ 5,108 $ 2,752 ____________________________________________________ (1) For the years ended December 31, 2025 and 2024, we recognized an immaterial amount of service costs (credits) in accumulated other comprehensive income. F-48 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: 2025 2024 2023 Projected benefit obligation: Wyoming Refining plan Discount rate (1) 5.45 % 5.55 % 4.95 % Rate of compensation increase — % — % — % U.S. Oil plan Discount rate (1) 5.45 % 5.45 % 4.80 % Rate of compensation increase 3.00 % 3.00 % 3.00 % Net periodic benefit costs: Wyoming Refining plan Discount rate (1) 5.55 % 4.95 % 5.15 % Expected long-term rate of return (2) 6.25 % 6.20 % 6.20 % Rate of compensation increase — % — % — % U.S. Oil plan Discount rate (1) 5.45 % 4.80 % 5.00 % Expected long-term rate of return (2) 6.00 % 6.00 % 6.00 % Rate of compensation increase 3.00 % 3.00 % 3.00 % _________________________________________________________ (1) In determining the discount rate, we use pricing and yield information for high-quality corporate bonds that result in payments similar to the estimated distributions of benefits from our plans. (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. 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: Service cost $ 469 $ 539 $ 494 Interest cost 2,187 2,045 2,044 Expected return on plan assets ( 2,298 ) ( 2,244 ) ( 2,151 ) Amortization of net loss (gain) ( 267 ) ( 172 ) ( 244 ) Amortization of prior service cost ( 45 ) ( 45 ) ( 45 ) 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 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: Target Actual Asset category: Equity securities 40 % 38 % Debt securities 60 % 62 % Total 100 % 100 % F-49 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. Oil plan at December 31, 2025, is as follows: Target Actual Asset category: Equity securities 56 % 55 % Debt securities 43 % 45 % Cash and Cash Equivalents 1 % — % Total 100 % 100 % We have a long-term, risk-controlled investment approach using diversified investment options with minimal exposure to volatile investment options like derivatives. Our Benefit Plans’ assets are invested in pooled separate accounts administered by the Benefit Plans’ custodians. The underlying assets in the pooled separate accounts are invested in equity securities, debt securities, real estate, or cash and cash equivalents. The pooled separate accounts are valued based upon the fair market value of the underlying investments and are deemed to be Level 2. 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. Oil plan during 2026. Based on current data and assumptions, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years (in thousands): Year Ended 2026 $ 2,835 2027 2,654 2028 2,810 2029 2,845 2030 2,770 Thereafter 13,929 Total $ 27,843 F-50 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) attributable to Par Pacific stockholders per share (in thousands, except per share amounts): Year Ended December 31, 2025 2024 2023 Net income (loss) $ 367,088 $ ( 33,322 ) $ 728,642 Less: 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 Plus: dilutive effects of common stock equivalents (1) 848 — 979 Diluted weighted-average common stock shares outstanding 51,591 56,775 61,014 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 Shares of stock options 639 1,544 129 ________________________________________________________ (1) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per common share for the year ended December 31, 2024. Note 23— Income Taxes 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 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. Our amended and restated certificate of incorporation places restrictions upon the ability of certain equity interest holders to transfer their ownership interest in us. These restrictions are designed to provide us with the maximum assurance that another ownership change does not occur that could adversely impact our NOL carryforwards. Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue. Our NOL carryforwards will not always be available to offset taxable income apportioned to the various states. The states from which our refining, logistics, and retail revenues are derived are not the same states in which our NOLs were incurred; therefore, we expect to incur state tax liabilities in connection with our refining, logistics, and retail operations. F-51 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. As a result of this analysis we determined that we had sufficient positive evidence to release a majority of the valuation allowance against our federal net deferred tax assets and recognized a non-cash deferred tax benefit o f $ 277.7 million f or the year ended December 31, 2023. We retain a partial valuation allowance on a foreign tax credit and certain state deferred tax assets primarily as a result of apportionment factors from minimal activity in certain states impacting assessed likelihood of future realizability. We will continue to reassess whether the balance of the valuation allowance is appropriate on a periodic basis and, given the totality of the facts and circumstances, both positive and negative, will adjust the remaining valuation allowance in future periods if the evidence supports doing so. 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 U.S. $ 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): Year Ended December 31, 2025 2024 2023 Current: U.S.—Federal $ — $ — $ — U.S.—State 10,361 ( 2,380 ) 10,883 Foreign — — — Total current income tax expense (benefit) 10,361 ( 2,380 ) 10,883 Deferred: U.S.—Federal 96,760 ( 5,528 ) ( 133,979 ) U.S.—State 3,662 2,212 7,760 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): F-52 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, 2025 U.S federal statutory income tax rate $ 100,402 21.00 % Domestic Federal — — % Tax credits ( 2,097 ) ( 0.44 ) % Nontaxable and nondeductible items, net 681 0.14 % Other reconciling items ( 50 ) ( 0.01 ) % State and local income taxes, net of federal effect (1) 11,847 2.48 % Total $ 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. Federal income tax rate to pretax income as a result of the following: Year Ended December 31, 2024 2023 Federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit ( 0.9 ) % 2.9 % Change in valuation allowance related to current activity — % ( 45.3 ) % Permanent items 1.6 % 0.4 % Equity Method Investment Recovery 2.5 % — % Non-deductible executive compensation ( 9.8 ) % — % Other 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, 2025 U.S. Federal $ — U.S. State and local — California 312 Hawaii 2,909 Montana 1,552 Other ( 283 ) Foreign — Total cash (paid) received during the period for income taxes $ 4,490 F-53 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2025 2024 Deferred tax assets: Net operating loss $ 193,083 $ 257,394 Environmental credit obligations 3,959 8,875 ROU Liabilities 101,091 109,436 Other 13,441 21,567 Total deferred tax assets 311,574 397,272 Valuation allowance ( 52,741 ) ( 52,741 ) Net deferred tax assets 258,833 344,531 Deferred tax liabilities: Inventory 7,482 3,480 Property and equipment 122,520 105,612 Intangible assets 5,413 2,223 ROU Assets 100,769 110,053 Total deferred tax liabilities 236,184 221,368 Total deferred tax assets, net (1) $ 22,649 $ 123,163 ______________________________________________________ (1) As of December 31, 2025 and 2024, deferred tax assets, net, is included in Other long-term assets on our consolidated balance sheets. We have NOL carryforwards as of December 31, 2025 , of $ 0.7 billion for federal income tax purposes. If not utilized, approximately $ 0.5 billion of our NOL carryforwards will expire during 2031 through 2037. Approximately $ 0.2 billion of our NOL carryforwards do not expire. We do not have any unrecognized tax benefits as of December 31, 2025. Note 24— Segment Information We report the results for the following four reportable segments: (i) Refining, (ii) Logistics, (iii) Retail, and (iv) Corporate and Other. Our CODM is the Chief Executive Officer, who regularly uses the operating results of these segments, including Adjusted Gross Margin and Adjusted EBITDA, to assess their performance and make decisions about resources to be allocated to the segments. The nearest U.S. GAAP equivalents, gross margin and Operating income, are presented below. General and administrative expense includes certain shared costs such as finance, accounting, tax, human resources, information technology and legal costs that are not directly attributable to each operating segment. These expenses are, in general, allocated based on the time and resources spent to provide those individual services. The remaining non-operating expenses are included in the reconciliation of reportable segment to consolidated Net income (loss) as unallocated expenses. F-54 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2025, 2024, and 2023 Summarized financial information concerning reportable segments consists of the following (in thousands): Year Ended December 31, 2025 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues Fuel revenue $ 7,018,088 $ — $ 468,496 $ ( 332,908 ) $ 7,153,676 Other revenue 188,057 298,442 108,233 ( 283,758 ) 310,974 Total revenues 7,206,145 298,442 576,729 $ ( 616,666 ) 7,464,650 Cost of revenues (excluding depreciation) Refining intercompany logistics costs 283,515 — — ( 283,515 ) — Other cost of revenues (excluding depreciation) 5,873,329 163,515 406,287 ( 333,309 ) 6,109,822 Total cost of revenues (excluding depreciation) 6,156,844 163,515 406,287 ( 616,824 ) 6,109,822 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 General and administrative expense (excluding depreciation) — — — 98,450 98,450 Equity earnings from refining and logistics investments ( 17,548 ) ( 8,730 ) — ( 26,278 ) Acquisition and integration costs — — — 4,335 4,335 Par West redevelopment and other costs — — — 14,793 14,793 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 Interest expense and financing costs, net ( 82,383 ) Debt extinguishment and commitment costs ( 1,147 ) Other expense, net ( 665 ) Equity earnings from Laramie Energy, LLC 23,308 Income before income taxes 477,871 Income tax expense ( 110,783 ) Net income 367,088 Less: 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 Goodwill 39,821 55,232 32,223 — 127,276 Capital expenditures 113,583 22,882 10,657 1,751 148,873 ________________________________________________________ (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. F-55 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, 2024 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues Fuel revenue $ 7,509,773 $ — $ 474,330 $ ( 355,072 ) $ 7,629,031 Other revenue 224,093 299,532 110,430 ( 288,629 ) 345,426 Total revenues 7,733,866 299,532 584,760 $ ( 643,701 ) 7,974,457 Cost of revenues (excluding depreciation) Refining intercompany logistics costs 288,645 — — ( 288,645 ) — Other cost of revenues (excluding depreciation) 6,860,619 175,590 420,064 ( 355,125 ) 7,101,148 Total cost of revenues (excluding depreciation) 7,149,264 175,590 420,064 ( 643,770 ) 7,101,148 Operating expense (excluding depreciation) 479,737 15,676 88,869 — 584,282 Depreciation and amortization 91,108 27,033 11,037 2,412 131,590 General and administrative expense (excluding depreciation) — — — 108,844 108,844 Equity earnings from refining and logistics investments ( 3,663 ) ( 8,242 ) — ( 11,905 ) Acquisition and integration costs — — — 100 100 Par West redevelopment and other costs — — — 12,548 12,548 Other operating loss (gain), net 8 124 ( 10 ) 100 222 Operating income (loss) $ 17,412 $ 89,351 $ 64,800 $ ( 123,935 ) $ 47,628 Interest expense and financing costs, net ( 82,793 ) Debt extinguishment and commitment costs ( 1,688 ) Other expense, net ( 1,869 ) Equity losses from Laramie Energy, LLC ( 296 ) Loss before income taxes ( 39,018 ) Income tax benefit 5,696 Net loss ( 33,322 ) Less: 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 Goodwill 39,821 55,232 34,222 — 129,275 Capital expenditures 108,920 16,867 6,423 3,330 135,540 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 643.7 million for the year ended December 31, 2024. F-56 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 Revenues Fuel revenue $ 7,821,130 $ — $ 487,709 $ ( 347,313 ) $ 7,961,526 Other revenue 148,350 260,779 104,771 ( 243,471 ) 270,429 Total revenues 7,969,480 260,779 592,480 ( 590,784 ) 8,231,955 Cost of revenues (excluding depreciation) Refining intercompany logistics costs 243,537 — — ( 243,537 ) — Other cost of revenues (excluding depreciation) 6,602,297 145,944 437,198 ( 347,330 ) 6,838,109 Total cost of revenues (excluding depreciation) 6,845,834 145,944 437,198 ( 590,867 ) 6,838,109 Operating expense (excluding depreciation) 373,612 24,450 87,525 — 485,587 Depreciation and amortization 81,017 25,122 11,462 2,229 119,830 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 Other operating loss (gain), net 219 — ( 308 ) 30 ( 59 ) Operating income (loss) $ 676,161 $ 69,744 $ 56,603 $ ( 122,502 ) $ 680,006 Interest expense and financing costs, net ( 72,450 ) Debt extinguishment and commitment costs ( 19,182 ) Other expense, net ( 53 ) Equity earnings from Laramie Energy, LLC 24,985 Income before income taxes 613,306 Income tax benefit 115,336 Net income 728,642 Less: 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 Goodwill 39,821 55,232 34,222 — 129,275 Capital expenditures 42,711 18,916 18,801 1,849 82,277 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 590.8 million for the year ended December 31, 2023. F-57 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) BALANCE SHEETS (in thousands, except share data) December 31, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 15,639 $ 7,095 Restricted cash 351 346 Total cash, cash equivalents, and restricted cash 15,990 7,441 Prepaid and other current assets 2,903 12,355 Due from subsidiaries 579,579 368,222 Current note receivable from subsidiary 60,000 — Total current assets 658,472 388,018 Property, plant, and equipment Property, plant, and equipment 25,016 24,536 Less accumulated depreciation and amortization ( 17,730 ) ( 17,240 ) Property, plant, and equipment, net 7,286 7,296 Long-term assets Operating lease right-of-use (“ROU”) assets 6,787 7,369 Investment in subsidiaries 1,051,331 993,901 Long term note receivable from subsidiary 3,000 — Other long-term assets — 726 Total assets $ 1,726,876 $ 1,397,310 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 3,062 $ 4,257 Operating lease liabilities 536 4 Other accrued liabilities 3,474 1,796 Due to subsidiaries 254,102 189,232 Total current liabilities 261,174 195,289 Long-term liabilities Finance lease liabilities 690 464 Operating lease liabilities 10,192 10,255 Total liabilities 272,056 206,008 Stockholders’ equity Preferred stock, $ 0.01 par value: 3,000,000 shares authorized, none issued — — Common stock, $ 0.01 par value; 500,000,000 shares authorized at December 31, 2025 and December 31, 2024, 49,685,138 shares and 55,265,421 shares issued at December 31, 2025 and December 31, 2024, respectively 497 552 Additional paid-in capital 901,221 884,548 Accumulated earnings 541,376 295,846 Accumulated other comprehensive income (loss) 11,726 10,356 Total stockholders’ equity 1,454,820 1,191,302 Total liabilities and stockholders’ equity $ 1,726,876 $ 1,397,310 This statement should be read in conjunction with the notes to consolidated financial statements. F-58 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF OPERATIONS (in thousands) Year Ended December 31, 2025 2024 2023 Revenues $ 131 $ — $ — Operating expenses Depreciation and amortization $ 2,120 $ 1,636 $ 1,618 General and administrative expense (excluding depreciation) 28,923 33,490 29,258 Acquisition and integration costs 4,335 — — Other operating loss, net 9 100 30 Total operating expenses 35,387 35,226 30,906 Operating loss ( 35,256 ) ( 35,226 ) ( 30,906 ) Other income Interest expense and financing costs, net ( 91 ) ( 40 ) ( 24 ) Other income (expense), net ( 55 ) ( 31 ) 44 Equity in earnings from subsidiaries 404,793 1,975 759,528 Total other income, net 404,647 1,904 759,548 Income (loss) before income taxes 369,391 ( 33,322 ) 728,642 Income tax benefit (expense) (1) — — — Net income (loss) 369,391 ( 33,322 ) 728,642 ________________________________________ (1) The income tax benefit (expense) of the Parent Guarantor and Issuer and Subsidiaries is determined using the separate return method. The Non-Guarantor Subsidiaries and Eliminations column includes tax benefits recognized at the Par consolidated level that are primarily associated with changes to the consolidated valuation allowance and other deferred tax balances. This statement should be read in conjunction with the notes to consolidated financial statements. F-59 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2025 2024 2023 Net income (loss) $ 369,391 $ ( 33,322 ) $ 728,642 Other comprehensive income: (1) Other post-retirement benefits income, net of tax 1,370 2,182 45 Total other comprehensive income, net of tax 1,370 2,182 45 Comprehensive income (loss) $ 370,761 $ ( 31,140 ) $ 728,687 ____________________________________________________ (1) Other comprehensive income relates to benefit plans at our subsidiaries. This statement should be read in conjunction with the notes to consolidated financial statements. F-60 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net income (loss) $ 369,391 $ ( 33,322 ) $ 728,642 Adjustments to reconcile net income (loss) to cash used in operating activities: Depreciation and amortization 2,120 1,636 1,618 Other operating loss (gain), net 9 100 30 Stock-based compensation 16,599 25,704 11,633 Equity in losses (income) of subsidiaries ( 404,793 ) ( 1,975 ) ( 759,528 ) Net changes in operating assets and liabilities: Prepaid and other assets 10,178 ( 7,588 ) ( 2,541 ) Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities ( 438 ) 683 1,113 Net cash provided by (used in) operating activities ( 6,934 ) ( 14,762 ) ( 19,033 ) Cash flows from investing activities: Investments in subsidiaries — — ( 76,000 ) Distributions from subsidiaries 195,357 68,058 167,181 Capital expenditures ( 1,751 ) ( 3,330 ) ( 1,849 ) Due to (from) subsidiaries 6,889 84,964 ( 13,408 ) Issuance of note receivable to subsidiary ( 78,000 ) — — Repayment of note receivable from subsidiary 15,000 — — Net cash provided by (used in) investing activities 137,495 149,692 75,924 Cash flows from financing activities: Repayments of borrowings ( 136 ) ( 45 ) — Purchase of common stock for retirement ( 124,845 ) ( 141,974 ) ( 67,821 ) Exercise of stock options 613 1,514 17,129 Other financing activities, net 2,356 2,308 1,631 Net cash provided by (used in) financing activities ( 122,012 ) ( 138,197 ) ( 49,061 ) Net increase (decrease) in cash, cash equivalents, and restricted cash 8,549 ( 3,267 ) 7,830 Cash, cash equivalents, and restricted cash at beginning of period 7,441 10,708 2,878 Cash, cash equivalents, and restricted cash at end of period $ 15,990 $ 7,441 $ 10,708 Supplemental cash flow information: Net cash received (paid) for: Interest $ ( 47 ) $ ( 20 ) $ — Taxes 4,503 ( 12,029 ) ( 5,902 ) Non-cash investing and financing activities: Accrued capital expenditures $ 178 $ 284 $ 136 ROU assets obtained in exchange for new finance lease liabilities 520 691 — ROU assets obtained in exchange for new operating lease liabilities — 623 8,161 Noncash distributions from subsidiaries ( 245,558 ) — — Noncash contributions to subsidiaries 92,183 — — This statement should be read in conjunction with the notes to consolidated financial statements. F-61 Item 16. FORM 10-K SUMMARY None. F-62 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange of Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 25, 2026. PAR PACIFIC HOLDINGS, INC. By: /s/ William Monteleone William Monteleone President and Chief Executive Officer By: /s/ Shawn Flores Shawn Flores Senior Vice President and Chief Financial Officer F-63 Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on our behalf and in the capacities indicated and on February 25, 2026. Signature Title /s/ WILLIAM MONTELEONE President, Chief Executive Officer, and Director (Principal Executive Officer) William Monteleone /s/ SHAWN FLORES Senior Vice President and Chief Financial Officer (Principal Financial Officer) Shawn Flores /s/ IVAN GUERRA Chief Accounting Officer (Principal Accounting Officer) Ivan Guerra /s/ ROBERT S. SILBERMAN Chairman of the Board of Directors Robert S. Silberman /s/ TIMOTHY CLOSSEY Director Timothy Clossey /s/ CURTIS ANASTASIO Director Curtis Anastasio /s/ KATHERINE HATCHER Director Katherine Hatcher /s/ WILLIAM PATE Director William Pate /s/ PHILIP DAVIDSON Director Philip Davidson /s/ PATRICIA MARTINEZ Director Patricia Martinez /s/ AARON ZELL Director Aaron Zell /s/ ERIC YEAMAN Director Eric Yeaman F-64