What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-05 · 257 added, 473 removed, 562 unchanged (57% of the section changed)

4 unchanged sentences

(in thousands, except share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets

2 unchanged sentences

Total cash, cash equivalents, and restricted cash 172,520 164,464

Trade accounts receivable, net of allowances of $ 0.4 million and $ 0.4 million at September 30, 2025, and December 31, 2024, respectively

Trade accounts receivable, net of allowances of $ 0.2 million and $ 0.4 million at March 31, 2026, and December 31, 2025, respectively

481,507 312,672

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Total liabilities 2,658,148 2,281,173

Commitments and contingencies (Note 14)

Noncontrolling interest 35,542 40,976

Stockholders’ equity

2 unchanged sentences

Common stock, $ 0.01 par value;

500,000,000 shares authorized at September 30, 2025, and December 31, 2024, 50,253,205 shares and 55,265,421 shares issued at September 30, 2025, and December 31, 2024, respectively

500,000,000 shares authorized at March 31, 2026, and December 31, 2025, 49,266,668 shares and 49,685,138 shares issued at March 31, 2026, and December 31, 2025, respectively

Additional paid-in capital 935,897 957,941

2 unchanged sentences

Total stockholders’ equity 1,515,829 1,511,540

Total liabilities and stockholders’ equity $ 4,076,582 $ 3,829,371

Total liabilities, noncontrolling interest, and stockholders’ equity $ 4,209,519 $ 3,833,689

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

Revenues $ 1,823,750 $ 1,745,036

7 unchanged sentences

Par West redevelopment and other costs 2,985 3,982

Loss (gain) on sale of assets, net 23 — ( 1,202 ) 114

Other operating loss, net 851 1

Total operating expenses 1,758,428 1,760,812

Operating income 358,516 36,431 439,500 94,587

Operating income (loss) 65,322 ( 15,776 )

Other income (expense)

1 unchanged sentence

Debt extinguishment and commitment costs ( 62 ) ( 25 )

Other income (loss), net ( 109 ) 1,253 ( 643 ) ( 1,447 )

Equity earnings (losses) from Laramie Energy, LLC 8,202 ( 336 ) 10,784 2,867

Other expense, net ( 14 ) ( 371 )

Equity earnings from Laramie Energy, LLC 9,179 726

Total other expense, net ( 6,831 ) ( 21,518 )

Income before income taxes 345,337 13,946 384,390 32,869

Income tax expense ( 82,706 ) ( 6,460 ) ( 92,699 ) ( 10,496 )

Net income $ 262,631 $ 7,486 $ 291,691 $ 22,373

Income per share

Income (loss) before income taxes 58,491 ( 37,294 )

Income tax benefit (expense) ( 12,340 ) 6,894

Net income (loss) 46,151 ( 30,400 )

Net loss attributable to noncontrolling interest ( 8,299 ) —

Net income (loss) attributable to Par Pacific stockholders $ 54,450 $ ( 30,400 )

Income (loss) attributable to Par Pacific stockholders per share

Basic $ 1.12 $ ( 0.57 )

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AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Net income $ 262,631 $ 7,486 $ 291,691 $ 22,373

Three Months Ended

Net income (loss) $ 46,151 $ ( 30,400 )

Other comprehensive income (loss):

Other post-retirement benefits (loss), net of tax ( 76 ) ( 54 ) ( 229 ) ( 163 )

Total other comprehensive loss, net of tax ( 76 ) ( 54 ) ( 229 ) ( 163 )

Comprehensive income $ 262,555 $ 7,432 $ 291,462 $ 22,210

Other post-retirement (loss), net of tax ( 93 ) ( 76 )

Total other comprehensive income (loss), net of tax ( 93 ) ( 76 )

Comprehensive income (loss) 46,058 ( 30,476 )

Comprehensive income (loss) attributable to noncontrolling interest ( 8,299 ) —

Comprehensive income (loss) attributable to Par Pacific stockholders

$ 54,357 $ ( 30,476 )

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net Income $ 291,691 $ 22,373

Adjustments to reconcile net income to cash provided by operating activities:

Net Income (Loss) $ 46,151 $ ( 30,400 )

Adjustments to reconcile net income (loss) to cash used in operating activities:

Depreciation and amortization 34,460 36,586

3 unchanged sentences

Deferred taxes 10,626 ( 6,894 )

Loss (gain) on sale of assets, net ( 1,202 ) 114

Other operating loss, net 851 1

Stock-based compensation 3,852 3,546

10 unchanged sentences

Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities 79,243 ( 60,958 )

Net cash provided by operating activities 351,537 99,242

Net cash used in operating activities ( 40,707 ) ( 1,399 )

Cash flows from investing activities:

1 unchanged sentence

Proceeds from sale of assets and other — 12

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

Net cash used in investing activities ( 43,070 ) ( 40,921 )

2 unchanged sentences

Repayments of borrowings ( 1,308,720 ) ( 1,388,683 )

Net borrowings (repayments) of deferred payment arrangements and receivable advances — ( 165,459 )

Payment of deferred loan costs — ( 47 )

Purchase of common stock for retirement ( 36,702 ) ( 51,098 )

Proceeds from exercise of stock options 3,504 —

Exercise of stock options ( 18,189 ) —

Proceeds from inventory financing agreements 28,203 203,074

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

Payments for debt extinguishment and commitment costs ( 62 ) ( 25 )

Other financing activities, net 2 —

Net cash used in financing activities ( 265,343 ) ( 109,047 )

Net decrease in cash, cash equivalents, and restricted cash ( 32,862 ) ( 96,124 )

Net cash provided by (used in) financing activities 91,833 ( 15,853 )

Net increase (decrease) in cash, cash equivalents, and restricted cash 8,056 ( 58,173 )

Cash, cash equivalents, and restricted cash at beginning of period 164,464 192,267

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(in thousands)

Additional Other

Common Stock Paid-In Accumulated Comprehensive Total

Shares Amount Capital Earnings Income Equity

Additional Other Non-

Common Stock Paid-In Accumulated Comprehensive Total Controlling

Shares Amount Capital Earnings Income Equity Interest

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

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Balance, March 31, 2025 52,310 $ 523 $ 886,747 $ 214,260 $ 10,280 $ 1,111,810 $ —

Issuance of common stock for employee stock purchase plan 56 — 1,409 — — 1,409

Stock-based compensation 37 — 2,881 — — 2,881

Purchase of common stock for retirement ( 2,254 ) ( 22 ) ( 1,376 ) ( 67,034 ) — ( 68,432 )

Other comprehensive loss — — — — ( 55 ) ( 55 )

Net income — — — 18,638 — 18,638

Balance, June 30, 2024 56,909 568 875,868 381,279 8,065 1,265,780

Stock-based compensation 11 — 2,983 — — 2,983

Purchase of common stock for retirement ( 933 ) ( 9 ) ( 62 ) ( 22,098 ) — ( 22,169 )

Exercise of stock options — — — — — —

Other comprehensive loss — — — — ( 54 ) ( 54 )

Net income — — — 7,486 — 7,486

Balance, September 30, 2024 55,987 $ 559 $ 878,789 $ 366,667 $ 8,011 $ 1,254,026

Additional Other

Common Stock Paid-In Accumulated Comprehensive Total

Shares Amount Capital Earnings Income Equity

Additional Other Non-

Common Stock Paid-In Accumulated Comprehensive Total Controlling

Shares Amount Capital Earnings Income Equity Interest

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

Stock-based compensation 370 3 3,849 — — 3,852 —

Purchase of common stock for retirement ( 3,708 ) ( 36 ) ( 1,340 ) ( 51,186 ) — ( 52,562 )

Other comprehensive loss — — — — ( 76 ) ( 76 )

Net loss — — — ( 30,400 ) — ( 30,400 )

Balance, March 31, 2025 52,310 523 886,747 214,260 10,280 1,111,810

Issuance of common stock for employee stock purchase plan 57 — 1,515 — — 1,515

Stock-based compensation 15 — 4,249 — — 4,249

Purchase of common stock for retirement ( 1,623 ) ( 16 ) ( 359 ) ( 28,167 ) — ( 28,542 )

Other comprehensive loss — — — — ( 77 ) ( 77 )

Net income — — — 59,460 — 59,460

Balance, June 30, 2025 50,759 507 892,152 245,553 10,203 1,148,415

Stock-based compensation 13 — 3,739 — — 3,739

Contributions to joint venture — — ( 2,865 ) — — ( 2,865 ) 2,865

Purchase of common stock for retirement ( 897 ) ( 7 ) ( 8,343 ) ( 28,020 ) — ( 36,370 ) —

1 unchanged sentence

Other comprehensive loss — — — — ( 93 ) ( 93 ) —

Net income — — — 262,631 — 262,631

Balance, September 30, 2025 50,253 $ 502 $ 893,686 $ 491,747 $ 10,127 $ 1,396,062

Net income (loss) — — — 54,450 — 54,450 ( 8,299 )

Balance, March 31, 2026 49,267 $ 493 $ 935,897 $ 567,806 $ 11,633 $ 1,515,829 $ 35,542

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

For the Interim Periods Ended March 31, 2026 and 2025

Note 1 — Overview

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

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

As of September 30, 2025, we owned a 46.0 % 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 September 30, 2025, we own a 65 % and a 40 % equity investment in Yellowstone Energy Limited Partnership, (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively.

As of March 31, 2026, we owned the following investments:

• a 46 % equity investment in Laramie Energy, LLC (“Laramie Energy”);

• a 65 % equity investment in Yellowstone Energy Limited Partnership (“YELP”);

• a 40 % equity investment in Yellowstone Pipeline Company (“YPLC”);

• a 63.5 % ownership interest in Hawaii Renewables, LLC (“Hawaii Renewables”).

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

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Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of Par and its subsidiaries.

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

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

All intercompany balances and transactions have been eliminated in consolidation.

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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

We did not have a material change in our allowances on trade receivables during the three months ended March 31, 2026 and 2025, respectively.

PAR PACIFIC HOLDINGS, INC.

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

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 three and nine months ended September 30, 2025 and 2024, respectively.

For the Interim Periods Ended March 31, 2026 and 2025

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.

The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our condensed consolidated statements of operations (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Cost of revenues $ 5,766 $ 6,785

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Accounting Principles Adopted

There have been no recent accounting pronouncements adopted, including the expected dates of adoption and estimated effects on our financial condition, results of operations, and cash flows, that had a material impact on our condensed consolidated financial statements for the nine months ended September 30, 2025.

Accounting Principles Not Yet Adopted

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

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

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

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

ASU 2023-09, which allows for early adoption, is effective for all annual periods beginning after December 15, 2024.

This is expected to result in expanded tax disclosures, applied on a prospective basis, in the full year financial statements for the year ended December 31, 2025.

We have evaluated the recently issued, but not yet effective, accounting pronouncements and determined that there have been no new accounting pronouncements that are expected to have a material impact on our condensed consolidated financial statements as of and for the three months ended March 31, 2026.

Note 3— Refining and Logistics Equity Investments

Yellowstone Energy Limited Partnership

As of September 30, 2025, we owned a 65 % limited partnership ownership interest in YELP.

As of March 31, 2026, we owned 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.

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

Our proportionate share of YELP’s net income and the depreciation of our basis difference are included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations and reported as part of our refining segment.

Please read Note 18—Segment Information for further information on our reporting segments.

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

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Beginning balance $ 69,740 $ 57,167

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Yellowstone Pipeline Company

As of September 30, 2025, we owned a 40 % ownership interest in YPLC.

As of March 31, 2026, we owned 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.

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

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

Please read Note 18—Segment Information for further information on our reporting segments.

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Beginning balance $ 28,914 $ 29,144

1 unchanged sentence

Accretion of basis difference 38 38

Dividends received — — ( 5,840 ) ( 3,840 )

Ending balance $ 31,366 $ 31,369

Note 4— Investment in Laramie Energy

As of September 30, 2025, we owned a 46.0 % 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 $ 23.3 million and $ 12.5 million as of September 30, 2025, and December 31, 2024, respectively, and is accounted for under the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies.

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.

The delayed draw commitment expired in August 2024.

Under the terms of the 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 September 30, 2025, and December 31, 2024, the term loan had an outstanding balance of $ 160.0 million.

At September 30, 2025, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 59.8 million.

This difference arose primarily due to other-than-temporary impairments of our equity investment in Laramie Energy recorded in prior years.

PAR PACIFIC HOLDINGS, INC.

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

For the Interim Periods Ended March 31, 2026 and 2025

Note 4— Investment in Laramie Energy

As of March 31, 2026, 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 $ 45.0 million and $ 35.8 million as of March 31, 2026, and December 31, 2025, respectively.

As of March 31, 2026, and December 31, 2025, Laramie Energy’s term loan had an outstanding balance of $ 160.0 million.

At March 31, 2026, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 57.0 million.

This difference arose primarily due to other-than-temporary impairments of our equity investment in Laramie Energy recorded in prior years.

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Beginning balance $ 35,806 $ 12,498

1 unchanged sentence

Accretion of basis difference 1,406 1,614

Dividends received — — — ( 1,485 )

Ending balance

$ 44,985 $ 13,224

Note 5—Joint Venture

Renewable Fuels Facility Joint Venture

As of March 31, 2026, we held a 63.5 % ownership interest in Hawaii Renewables and Alohi Renewable Energy LLC (“Alohi”), an entity owned by Mitsubishi Corporation and ENEOS Corporation, held the remaining 36.5 % ownership interest.

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”).

The Renewable Fuels Facility began operations in April 2026.

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

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

Noncontrolling Interest

No accretion was recorded for the three months ended March 31, 2026.

We do not consider any of the put or exit rights described in the Equity Contribution Agreement executed by the Company and Alohi on July 21, 2025, to be probable as of March 31, 2026, as Alohi has not exercised or indicated its intent to exercise its put option and none of the contingent events have occurred.

Note 6— Revenue Recognition

As of September 30, 2025, and December 31, 2024, receivables from contracts with customers were $ 291.9 million and $ 312.7 million, respectively.

As of March 31, 2026, and December 31, 2025, receivables from contracts with customers were $ 423.7 million and $ 265.0 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 $ 4.7 million and $ 16.2 million as of September 30, 2025, and December 31, 2024, respectively.

Deferred revenue was $ 1.8 million and $ 6.7 million as of March 31, 2026, and December 31, 2025, 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):

Three Months Ended September 30, 2025 Refining Logistics Retail

Product or service:

Gasoline $ 723,326 $ — $ 108,646

Distillates (1) 798,641 — 13,682

Other refined products (2) 387,615 — —

Merchandise — — 28,048

Transportation and terminalling services — 80,310 —

Other revenue 35,788 — 954

Total segment revenues (3) $ 1,945,370 $ 80,310 $ 151,330

Three Months Ended September 30, 2024 Refining Logistics Retail

Product or service:

Gasoline $ 755,838 $ — $ 107,824

Distillates (1) 863,339 — 13,006

Other refined products (2) 400,899 — —

Merchandise — — 28,469

Transportation and terminalling services — 77,741 —

Other revenue 60,470 — 914

Total segment revenues (3) $ 2,080,546 $ 77,741 $ 150,213

PAR PACIFIC HOLDINGS, INC.

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Nine Months Ended September 30, 2025 Refining Logistics Retail

For the Interim Periods Ended March 31, 2026 and 2025

Three Months Ended March 31, 2026 Refining Logistics Retail

Product or service:

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Total segment revenues (3) $ 1,772,527 $ 76,846 $ 133,108

Nine Months Ended September 30, 2024 Refining Logistics Retail

Three Months Ended March 31, 2025 Refining Logistics Retail

Product or service:

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Note 7— Inventories

Inventories at September 30, 2025, and December 31, 2024, consisted of the following (in thousands):

Inventories at March 31, 2026, and December 31, 2025, consisted of the following (in thousands):

Titled Inventory Inventory Financing Agreements (1)

September 30, 2025

March 31, 2026

Crude oil and feedstocks $ 173,156 $ 241,471 $ 414,627

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(1) Please read “Note 9—Inventory Financing Agreements” for further information.

(2) Includes $ 405.4 million and $ 195.0 million of Renewable Identification Numbers (“RINs”) and environmental credits, reported at the lower of cost or net realizable value, as of September 30, 2025, and December 31, 2024, respectively.

Our renewable volume obligation and other gross environmental credit obligations of $ 366.4 million and $ 232.0 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of September 30, 2025, and December 31, 2024, respectively.

(2) Includes $ 272.7 million and $ 450.7 million of Renewable Identification Numbers (“RINs”) and environmental credits, reported at the lower of cost or net realizable value, as of March 31, 2026, and December 31, 2025, respectively.

Our renewable volume obligation and other gross environmental credit obligations of $ 266.7 million and $ 380.4 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of March 31, 2026, and December 31, 2025, respectively.

PAR PACIFIC HOLDINGS, INC.

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

As of September 30, 2025, and December 31, 2024, there was $ 1.8 million and $ 2.3 million reserved for the lower of cost or net realizable value of inventory, respectively.

As of September 30, 2025, and December 31, 2024, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 21.9 million and $ 31.9 million, respectively.

For the Interim Periods Ended March 31, 2026 and 2025

As of March 31, 2026, and December 31, 2025, there was a $ 2.1 million write-down of the lower of cost or net realizable value of inventory.

As of March 31, 2026, and December 31, 2025, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 35.5 million and $ 9.1 million, respectively.

Note 8— Prepaid and Other Current Assets

Prepaid and other current assets at September 30, 2025, and December 31, 2024, consisted of the following (in thousands):

September 30, 2025 December 31, 2024

Prepaid and other current assets at March 31, 2026, and December 31, 2025, consisted of the following (in thousands):

March 31, 2026 December 31, 2025

Collateral posted with broker for derivative instruments (1) $ 1,955 $ 7,016

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Inventory Intermediation Agreement

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

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

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 condensed consolidated statement of cash flows for the nine months ended September 30, 2024, were used to settle a portion of PHR’s outstanding obligations under the prior J.

Aron intermediation agreement.

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 September 30, 2025, and December 31, 2024, there were $ 240.7 million and $ 194.2 million of outstanding obligations under the Inventory Intermediation Agreement, respectively.

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 (both as defined below) and revise certain other terms and conditions.

As of March 31, 2026, and December 31, 2025, there were $ 225.6 million and $ 130.2 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, which is not to exceed $ 450 million in the aggregate when combined with obligations under the Inventory Intermediation Agreement.

On June 27, 2025, we entered into a RINs financing agreement with Citigroup Energy Inc.

(“Citi”) (the “Product Financing Agreement”) to, among other things, provide funding to finance RINs, which is not to exceed $ 450 million in the aggregate when combined with obligations under the inventory intermediation agreement with Citi (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.

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

As of September 30, 2025, there were no product financing obligations under the Product Financing Agreement.

Supply and Offtake Agreement

Prior to May 31, 2024, we were a party to a supply and offtake agreement (the “Supply and Offtake Agreement") with J.

Aron & Company, LLC (“J.

Aron”) to support our Hawaii refining operations.

Under the Supply and Offtake Agreement, which was accounted for in a manner consistent with a product financing arrangement, we paid or received certain fees from J.

Aron based on changes in market prices over time.

The amount due to or from J.

Aron was recorded as an adjustment to our

As of March 31, 2026, and December 31, 2025, there were no product financing obligations under the Product Financing Agreement.

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 Bank, National Association (“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 condensed consolidated statement of cash flows.

As of March 31, 2026, and December 31, 2025, there were $ 61.7 million and $ 31.3 million of outstanding obligations under the Renewables Intermediation Agreement, respectively.

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

Please read “Note 11—Debt” for definition and further information.

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement.

The Supply and Offtake Agreement expired on May 31, 2024, and we entered into the Inventory Intermediation Agreement.

In the second quarter of 2024, we paid $ 382.1 million and $ 60.9 million to settle our remaining J.

Aron obligation and Discretionary Draw Facility 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 condensed consolidated statement of cash flows for the nine months ended September 30, 2024.

In connection with the termination of the Supply and Offtake Agreement, we recognized termination costs of $ 0.2 million, which are recorded in Debt extinguishment and commitment costs on our condensed consolidated statements of operations for the nine months ended September 30, 2024.

LC Facility due 2024

Prior to May 31, 2024, PHR, as borrower, the lenders and letter of credit issuing banks were each a party (collectively, the “LC Facility Lenders”) to 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 terminated early 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 condensed consolidated statements of operations for the nine months ended September 30, 2024.

We did not have any outstanding borrowings under the LC Facility as of the termination date.

For the Interim Periods Ended March 31, 2026 and 2025

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net fees and expenses:

2 unchanged sentences

Interest expense and financing costs, net 332 332

Product Financing Agreement

Interest expense and financing costs, net 317 — 317 —

Supply and Offtake Agreement

Renewables Intermediation Agreement

Inventory intermediation fees (1) 670 —

Interest expense and financing costs, net 505 —

LC Facility due 2024

Interest expense and financing costs, net — — — 1,142

___________________________________________________

(1) Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $ 4.1 million and $ 13.3 million for the three and nine months ended September 30, 2025, and $ 4.5 million and $ 9.1 million for the three and nine months ended September 30, 2024, respectively.

Inventory intermediation fees under the Supply and Offtake Agreement included market structure fees of $ 13.5 million for the nine months ended September 30, 2024.

There were no inventory intermediation fees under the Supply and Offtake Agreement for the three and nine months ended September 30, 2025, and for the three months ended September 30, 2024, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

(1) Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $ 15.4 million and $ 4.5 million for the three months ended March 31, 2026 and 2025, respectively.

Inventory intermediation fees under the Renewables Intermediation Agreement include immaterial market structure fees for the three months ended March 31, 2026.

There were no inventory intermediation fees under the Renewables Intermediation Agreement for three months ended March 31, 2025.

Note 10— Other Accrued Liabilities

Other accrued liabilities at September 30, 2025, and December 31, 2024, consisted of the following (in thousands):

September 30, 2025 December 31, 2024

Other accrued liabilities at March 31, 2026, and December 31, 2025, consisted of the following (in thousands):

March 31, 2026 December 31, 2025

Accrued payroll and other employee benefits $ 22,179 $ 42,034

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

The carrying costs of these assets were $ 405.4 million and $ 195.0 million as of September 30, 2025, and December 31, 2024, respectively.

The carrying costs of these assets were $ 272.7 million and $ 450.7 million as of March 31, 2026, and December 31, 2025, respectively.

Note 11— Debt

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

ABL Credit Facility due 2028

8 unchanged sentences

Long-term debt, net of current maturities $ 942,715 $ 797,940

As of September 30, 2025, and December 31, 2024, we had $ 60.8 million and $ 110.2 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively.

We had $ 133.5 million and $ 57.1 million in surety bonds outstanding as of September 30, 2025, and December 31, 2024, respectively.

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

ABL Credit Facility due 2028

On April 26, 2023, we 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”).

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 September 30, 2025, the ABL Credit Facility had $ 338 million outstanding in revolving loans and a borrowing base of approxi mately $ 1.0 billion.

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

As of September 30, 2025, we had $ 576.1 million of availability under the ABL Credit Facility.

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

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”).

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 Secure Overnight Financing Rate (“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 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.

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.

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.

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.

For the Interim Periods Ended March 31, 2026 and 2025

As of March 31, 2026, and December 31, 2025, we had $ 72.2 million and $ 44.5 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively.

As of March 31, 2026, and December 31, 2025, we had no letters of credit outstanding under the Letter of Credit Facility Agreement Hawaii Renewables entered into with Wells Fargo (the “Renewables LC Facility Agreement”).

We had $ 66.0 million and $ 85.9 million in surety bonds outstanding as of March 31, 2026, and December 31, 2025, respectively.

ABL Credit Facility due 2028

As of March 31, 2026, the 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), had revolving loans of $ 321 million outstanding, a borrowing base of approximately $ 1.2 billion, and $ 765.5 million of availability.

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 September 30, 2025, we w ere in compliance with all of our debt instruments .

As of March 31, 2026, we w ere in compliance with all of our debt instruments.

Note 12— Derivatives

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Please read “Note 13—Fair Value Measurements” for the gross fair value and net carrying value of our derivative instruments.

Our open futures and over-the-counter (“OTC”) swaps expire by December 2026.

At September 30, 2025, our open commodity derivative contracts represented (in thousands of barrels):

Our open futures and over-the-counter (“OTC”) swaps expire by June 2027.

At March 31, 2026, our open commodity derivative contracts represented (in thousands of barrels):

Contract Type Purchases Sales Net

2 unchanged sentences

Total 95,181 ( 103,490 ) ( 8,309 )

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

At September 30, 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 September 30, 2025:

At March 31, 2026, 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 as of March 31, 2026:

Total open option collars 1,670

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Weighted-average strike price - ceiling (in dollars) $ 82.56

Earliest commencement date October 2025 January 2026

Furthest expiry date December 2025 December 2026

Earliest commencement date April 2026

Furthest expiry date December 2026

Environmental Credit Derivatives

At March 31, 2026, our open environmental credit derivative contracts represented zero credits.

Interest Rate Derivatives

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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 reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $ 300.0 million as of September 30, 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 the second and third quarters of 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 September 30, 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 September 30, 2025, and December 31, 2024, and their placement within our condensed consolidated balance sheets.

Balance Sheet Location September 30, 2025 December 31, 2024

The following table provides information on the fair value amounts (in thousands) of our derivatives as of March 31, 2026, and December 31, 2025, and their placement within our condensed consolidated balance sheets.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2026 and 2025

Balance Sheet Location March 31, 2026 December 31, 2025

Asset (Liability)

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

Environmental credit derivatives (1) Prepaid and other current assets — 1,380

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

1 unchanged sentence

Other accrued liabilities ( 20,955 ) ( 944 )

Commodity derivatives Other liabilities ( 31,574 ) —

Citi repurchase obligation derivative

Obligations under inventory financing agreements ( 18,127 ) 3,289

Interest rate derivatives Other accrued liabilities ( 4 ) —

Wells Fargo terminal obligation derivative

Obligations under inventory financing agreements ( 990 ) 517

Interest rate derivatives Other liabilities ( 347 ) ( 380 )

_________________________________________________________

(1) Does not include cash collateral of $ 8.6 million and $ 38.6 million recorded in Prepaid and other current assets as of September 30, 2025, and December 31, 2024, respectively.

Does not include $ 3.9 million and $ 2.3 million recorded in Prepaid and other current assets as of September 30, 2025, and December 31, 2024, respectively, related to realized derivatives receivable.

(2) Does not include $ 27.2 million and $ 6.1 million recorded in Other accrued liabilities as of September 30, 2025, and December 31, 2024, respectively, related to realized derivatives payable.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

(1) Does not include cash collateral of $ 2.0 million and $ 7.0 million recorded in Prepaid and other current assets as of March 31, 2026, and December 31, 2025, respectively.

Does not include $ 62.0 million and $ 9.2 million recorded in Prepaid and other current assets as of March 31, 2026, and December 31, 2025, respectively, related to realized derivatives receivable.

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

There were no realized derivatives payables recorded in Other accrued liabilities as of March 31, 2026.

The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Statement of Operations Location 2026 2025

Commodity derivatives Cost of revenues (excluding depreciation) $ ( 52,591 ) $ 9,387

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

Environmental credit derivatives Cost of revenues (excluding depreciation) ( 360 ) —

Citi repurchase obligation derivative

Cost of revenues (excluding depreciation) ( 21,416 ) ( 3,548 )

Wells Fargo terminal obligation derivative

Cost of revenues (excluding depreciation) ( 1,507 ) —

Interest rate derivatives Interest expense and financing costs, net 32 ( 85 )

Note 13— Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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.

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.

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 September 30, 2025, or December 31, 2024.

Please read Note 11—Derivatives for further information on derivatives.

Gross Environmental Credit Obligations

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

As of September 30, 2025, the U.S.

As of March 31, 2026, the U.S.

Environmental Protection Agency (“EPA”) has not made a determination with respect to small refinery exemptions for the 2025 compliance year.

Accordingly, our recorded RFS obligation for the nine months ended September 30, 2025, reflects 100 % of the RFS obligation for the respective period with no assumption of SRE relief.

Accordingly, our recorded RFS obligation for the three months ended March 31, 2026, reflects 100 % of the RFS obligation for the respective period with no assumption of SRE relief.

Please read “Note 15—Commitments and Contingencies” for further information on the EPA regulations related to greenhouse gases.

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

For the Interim Periods Ended March 31, 2026 and 2025

Financial Statement Impact

Fair value amounts by hierarchy level as of September 30, 2025, and December 31, 2024, are presented gross in the tables below (in thousands):

September 30, 2025

Fair value amounts by hierarchy level as of March 31, 2026, and December 31, 2025, are presented gross in the tables below (in thousands):

March 31, 2026

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

Commodity derivatives $ 7,281 $ 275,407 $ — $ 282,688 $ ( 238,816 ) $ 43,872

Commodity and environmental credit derivatives

$ 26 $ 1,731,498 $ — $ 1,731,524 $ ( 1,731,524 ) $ —

Commodity derivatives $ ( 554 ) $ ( 1,783,499 ) $ — $ ( 1,784,053 ) $ 1,731,524 $ ( 52,529 )

1 unchanged sentence

— — ( 18,127 ) ( 18,127 ) — ( 18,127 )

Wells Fargo terminal obligation derivative

— ( 990 ) — ( 990 ) — ( 990 )

Interest rate derivatives — ( 347 ) — ( 347 ) — ( 347 )

4 unchanged sentences

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

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

Commodity and environmental credit derivatives

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

Commodity 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 )

3 unchanged sentences

_________________________________________________________

(1) Does not include cash collate ral of $ 8.6 million and $ 38.6 million as of September 30, 2025, and December 31, 2024, respectively, included within Prepaid and other current assets on our condensed consolidated balance sheets, respectively.

(2) Does not include RINs assets and other environmental credits of $ 405.5 million and $ 195.0 million presented in Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of September 30, 2025, and December 31, 2024, respectively, and $ 5.6 million included in Other long-term assets as of September 30, 2025.

(3) Does not include environmental liabilities of $ 303.1 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 condensed consolidated balance sheets as of September 30, 2025, and December 31, 2024, respectively.

(1) Does not include cash collate ral of $ 2.0 million and $ 7.0 million as of March 31, 2026, and December 31, 2025, respectively, included within Prepaid and other current assets on our condensed consolidated balance sheets, respectively.

(2) Does not include RINs assets and other environmental credits of $ 272.7 million and $ 450.7 million presented in Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of March 31, 2026, and December 31, 2025, respectively.

(3) Does not include environmental liabilities of $ 244.4 million and $ 356.7 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 condensed consolidated balance sheets as of March 31, 2026, and December 31, 2025, respectively.

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

For the Interim Periods Ended March 31, 2026 and 2025

A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Balance, at beginning of period $ 3,289 $ ( 1,588 )

Settlements — —

Total gains included in earnings (1) 5,514 912 3,424 1,556

Total losses included in earnings (1) ( 21,416 ) ( 3,548 )

Balance, at end of period $ ( 18,127 ) $ ( 5,136 )

1 unchanged sentence

(1) Included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations.

The carrying value and fair value of long-term debt and other financial instruments as of September 30, 2025, and December 31, 2024, are as follows (in thousands):

September 30, 2025

The carrying value and fair value of long-term debt and other financial instruments as of March 31, 2026, and December 31, 2025, are as follows (in thousands):

March 31, 2026

Carrying Value Fair Value

17 unchanged sentences

The fair values of the Term Loan Credit Agreement and Other long-term debt were determined using a market approach based on quoted prices and the inputs used to measure the fair value are classified as Level 2 inputs within the fair value hierarchy.

The carrying value of our ABL Credit Facility and Product Financing Agreement were determined to approximate fair value as of September 30, 2025.

The carrying value of our ABL Credit Facility, Renewables LC Facility and Product Financing Agreement were determined to approximate fair value as of March 31, 2026.

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, approximate their carrying value due to their short-term nature.

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

The following table provides information on the amounts (in thousands) of our right-of-use assets (“ROU assets”) and liabilities, weighted-average remaining lease term, and weighted average discount rate as of September 30, 2025, and December 31, 2024, and their placement within our condensed consolidated balance sheets:

Lease type Balance Sheet Location September 30, 2025 December 31, 2024

For the Interim Periods Ended March 31, 2026 and 2025

The following table provides information on the amounts (in thousands) of our right-of-use assets (“ROU assets”) and liabilities, weighted-average remaining lease terms, and weighted average discount rates as of March 31, 2026, and December 31, 2025, and their placement within our condensed consolidated balance sheets:

Lease type Balance Sheet Location March 31, 2026 December 31, 2025

Finance Property, plant, and equipment $ 32,380 $ 33,557

16 unchanged sentences

The following table summarizes the lease costs and income recognized in our condensed consolidated statements of operations (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Lease cost (income) type 2026 2025

12 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

For the Interim Periods Ended March 31, 2026 and 2025

The following table summarizes the supplemental cash flow information related to leases as follows (in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Lease type 2026 2025

7 unchanged sentences

ROU assets terminated in exchange for release from operating lease liabilities 168 —

The table below includes the estimated future undiscounted cash flows for finance and operating leases as of September 30, 2025 (in thousands):

The table below includes the estimated future undiscounted cash flows for finance and operating leases as of March 31, 2026 (in thousands):

For the year ending December 31, Finance leases Operating leases Total

10 unchanged sentences

_________________________________________________________

(1) Represents the period from October 1, 2025, to December 31, 2025.

Additionally, we have no future undiscounted cash flows for finance or operating leases that have not yet commenced.

(1) Represents the period from April 1, 2026, to December 31, 2026.

Additionally, we have $ 11.4 million future undiscounted cash flows for operating leases and no future undiscounted cash flows for finance leases that have not yet commenced.

The lease will commence when the asset is made available for our use.

Note 15— Commitments and Contingencies

3 unchanged sentences

Tax and Related Matters

We are also 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 assessment for tax years 2023, 2024, and 2025.

From time to time, Par Hawaii Refining, LLC (“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, 2024, 2025, and 2026.

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

We believe the Department of Revenue’s interpretation conflicts with its prior guidance and we filed suit in November 2022.

On September 26, 2025, we received an unfavorable decision from the Thurston County Superior Court, which we plan to appeal.

We are unable to predict the cost to resolve this tax dispute, but the potential tax impact and related costs could be material.

We appealed in November 2022.

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

We have appealed to the Washington Court of Appeals.

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

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

Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, on camera and under seal in the first circuit

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

and certain unnamed defendants

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

court of the state of Hawaii alleging that PHR, Par Pacific Holdings, Inc.

and certain unnamed 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.

For the Interim Periods Ended March 31, 2026 and 2025

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

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

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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.

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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 the EPA related to the alleged violation of certain air emission limits, controls, monitoring, and repair requirements under the Consent Decree.

On September 29, 2023, we received a letter from the 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.

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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 September 30, 2025, we have accrued $ 12.1 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 30 years.

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

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

As of March 31, 2026, we have accrued $ 15.6 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 .

Washington Climate Commitment Act and Clean Fuel Standard

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

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

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

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

We purchase emission

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

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

Regulation of Greenhouse Gases

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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.

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 condensed consolidated statement of operations for the three and nine months ended September 30, 2025.

As of September 30, 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 nine months ended September 30, 2025, reflects 100 % of the RFS obligation for the respective period with no assumption of SRE relief.

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

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

The 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.

As of March 31, 2026, the EPA has not made a determination with respect to small refinery exemptions for the 2025 compliance year.

Accordingly, our recorded

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2026 and 2025

RFS obligation for the three months ended March 31, 2026, reflects 100 % of the RFS obligation for the respective period with no assumption of SRE relief.

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

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

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

We 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 December 17, 2025, Exxon Mobil Corporation filed a complaint against Par Montana, LLC and several other parties to recover alleged cleanup costs at the Yale Oil site in Billings, Montana.

However, at this time, we do not believe that we have any material liability associated with any Superfund site, including the Yale Oil site.

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.

Note 16— Stockholders’ Equity

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

During the three and nine months ended September 30, 2025, 0.5 million and 5.7 million shares were repurchased under this share repurchase program for $ 16.4 million and $ 95.8 million, respectively.

During the three months ended March 31, 2026, 0.7 million shares were repurchased under this share repurchase program for $ 28.0 million.

The repurchased shares were retired by the Company upon receipt.

During the three and nine months ended September 30, 2024, 0.9 million and 4.0 million shares were repurchased under the prior share repurchase program for $ 22.1 million and $ 121.6 million, respectively.

As of September 30, 2025, there was $ 165.0 million of authorization remaining under the current share repurchase program.

During the three months ended March 31, 2025, 3.6 million shares were repurchased under the prior share repurchase program for $ 51.2 million.

As of March 31, 2026, there was $ 109.2 million of authorization remaining under the current share repurchase program.

Incentive Plans

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2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Restricted Stock Awards $ 2,707 $ 2,498

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Stock Option Awards 340 370

On February 27, 2024, William Pate, our former Chief Executive Officer (“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

During the three months ended March 31, 2026, we granted 291 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 12.4 million.

As of March 31, 2026, there were approximately $ 21.9 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.6 years.

During the three months ended March 31, 2026, we granted no stock option awards.

As of March 31, 2026, there were approximately $ 4.0 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 3.1 years.

During the three months ended March 31, 2026, we granted 98 thousand performance restricted stock units to executive officers.

These performance restricted stock units had a fair value of approximately $ 4.2 million and are subject to certain annual performance targets based on three-year -performance periods as defined by our Board of Directors.

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

equity awards and the modification of vested stock options granted to him.

For the nine months September 30, 2024, we recorded a total of $ 13.1 million of stock-based compensation expenses resulting from the equity awards modifications.

During the three and nine months ended September 30, 2025, we granted 23 thousand and 729 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 0.7 million and $ 11.7 million, respectively.

As of September 30, 2025, there were approximately $ 15.0 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.4 years.

During the three and nine months ended September 30, 2025, we granted no stock option awards.

As of September 30, 2025, there were approximately $ 4.7 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 3.6 years.

During the nine months ended September 30, 2025, we granted 213 thousand performance restricted stock units to executive officers;

no grants were made for the three months ended September 30, 2025.

These performance restricted stock units had a fair value of approximately $ 3.3 million and are subject to certain annual performance targets based on three-year -performance periods as defined by our Board of Directors.

As of September 30, 2025, there were approximately $ 4.0 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.0 years.

For the Interim Periods Ended March 31, 2026 and 2025

March 31, 2026, there were approximately $ 6.9 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.4 years.

During the three months ended March 31, 2026, we paid $ 18.2 million related to the exercises of stock options.

There were no payments made related to the exercise of stock options during the three months ended March 31, 2025

Note 17— Income (Loss) per Share

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net income $ 262,631 $ 7,486 $ 291,691 $ 22,373

Net income effect of convertible securities — — — —

Numerator for diluted income per common share $ 262,631 $ 7,486 $ 291,691 $ 22,373

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

Three Months Ended March 31,

Net income (loss) $ 46,151 $ ( 30,400 )

Net loss attributable to noncontrolling interest

Net income (loss) attributable to Par Pacific stockholders $ 54,450 $ ( 30,400 )

Numerator for diluted income (loss) attributable to Par Pacific stockholders per common share $ 54,450 $ ( 30,400 )

Basic weighted-average common stock shares outstanding 48,401 53,756

dilutive effects of common stock equivalents

1,264 495 646 787

Diluted weighted-average common stock shares outstanding 49,632 53,756

Basic income per common share $ 5.29 $ 0.13 $ 5.69 $ 0.39

Diluted income per common share $ 5.16 $ 0.13 $ 5.62 $ 0.39

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

Basic income (loss) attributable to Par Pacific stockholders per common share $ 1.12 $ ( 0.57 )

Diluted income (loss) attributable to Par Pacific stockholders per common share $ 1.10 $ ( 0.57 )

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 170 1,058

Shares of stock options 350 1,565

______________________________________________________

(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 Net Loss attributable to Par Pacific stockholders per common share for the three months ended March 31, 2025.

Note 18— Income Taxes

Our income tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter.

For the three and nine months ended September 30, 2025, our effective tax rate differed from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for equity compensation and equity method investments.

For the three and nine months ended September 30, 2024, our effective tax rate differed from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for equity compensation.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

For the three months ended March 31, 2026, our effective tax rate differed from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for officers’ compensation and equity method investments.

For the three months ended March 31, 2025, our effective tax rate differed from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for equity compensation and equity method investments.

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.

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

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 will not have a material impact on our 2025 financial statements .

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2026 and 2025

Note 19— Segment Information

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

Three Months Ended September 30, 2025 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Three Months Ended March 31, 2026 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

$ 1,740,868 $ — $ 108,609 $ ( 86,130 ) $ 1,763,347

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Par West redevelopment and other costs — — — 2,985 2,985

Loss (gain) on sale of assets, net ( 10 ) ( 1 ) 34 — 23

Operating income (loss) $ 340,769 $ 30,187 $ 19,093 $ ( 31,533 ) $ 358,516

Interest expense and financing costs, net ( 21,272 )

Other loss, net ( 109 )

Equity earnings from Laramie Energy, LLC 8,202

Income before income taxes 345,337

Income tax expense ( 82,706 )

Net income $ 262,631

Capital expenditures $ 22,250 $ 5,452 $ 4,263 $ 314 $ 32,279

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Three Months Ended September 30, 2024 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Fuel revenue $ 2,020,076 $ — $ 120,830 $ ( 89,149 ) $ 2,051,757

Other revenue 60,470 77,741 29,383 ( 75,418 ) 92,176

Total revenues 2,080,546 77,741 150,213 ( 164,567 ) 2,143,933

Cost of revenues (excluding depreciation)

Refining intercompany logistics costs 75,418 — — ( 75,418 ) —

Other cost of revenues (excluding depreciation) 1,842,544 44,228 107,598 ( 89,170 ) 1,905,200

Total cost of revenues (excluding depreciation) 1,917,962 44,228 107,598 ( 164,588 ) 1,905,200

Operating expense (excluding depreciation) 122,054 3,334 21,661 — 147,049

Depreciation and amortization 22,623 5,925 2,680 651 31,879

General and administrative expense (excluding depreciation) — — — 22,399 22,399

Equity earnings from refining and logistics investments ( 1,098 ) ( 1,910 ) — ( 3,008 )

Acquisition and integration costs — — — ( 23 ) ( 23 )

Par West redevelopment and other costs — — — 4,006 4,006

Loss on sale of assets, net — — — — —

Operating income (loss) $ 19,005 $ 26,164 $ 18,274 $ ( 27,012 ) $ 36,431

Interest expense and financing costs, net ( 23,402 )

Debt extinguishment and commitment costs —

Other income, net 1,253

Equity losses from Laramie Energy, LLC ( 336 )

Loss before income taxes 13,946

Income tax expense ( 6,460 )

Net income $ 7,486

Capital expenditures $ 22,051 $ 3,583 $ 1,520 1,178 $ 28,332

________________________________________________________

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 164.1 million and $ 164.6 million for the three months ended September 30, 2025 and 2024, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Nine Months Ended September 30, 2025 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Fuel revenue $ 5,314,770 $ — $ 352,636 $ ( 252,517 ) $ 5,414,889

Other revenue 143,238 224,730 81,811 ( 213,258 ) 236,521

Total revenues

5,458,008 224,730 434,447 ( 465,775 ) 5,651,410

Cost of revenues (excluding depreciation)

Refining intercompany logistics costs 213,284 — — ( 213,284 ) —

Other cost of revenues (excluding depreciation) 4,428,907 122,573 307,573 ( 252,517 ) 4,606,536

Total cost of revenues (excluding depreciation) 4,642,191 122,573 307,573 ( 465,801 ) 4,606,536

Operating expense (excluding depreciation)

354,998 14,846 63,019 — 432,863

Depreciation and amortization 77,912 19,442 7,973 2,255 107,582

General and administrative expense (excluding depreciation) — — — 72,133 72,133

Equity earnings from refining and logistics investments ( 14,642 ) ( 6,530 ) — ( 21,172 )

Acquisition and integration costs — — — 1,973 1,973

Par West redevelopment and other costs — — — 13,197 13,197

Loss (gain) on sale of assets, net 181 ( 1,418 ) 35 — ( 1,202 )

Other operating loss, net 726 125 — — 851

Operating income (loss) $ 56,316 $ 24,520 $ 13,005 $ ( 28,519 ) $ 65,322

1 unchanged sentence

Debt extinguishment and commitment costs ( 62 )

Other expense, net ( 643 )

Other loss, net ( 14 )

Equity earnings from Laramie Energy, LLC 9,179

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Net income $ 46,151

Net loss attributable to noncontrolling interest ( 8,299 )

Net income attributable to Par Pacific stockholders $ 54,450

Capital expenditures $ 31,953 $ 5,988 $ 3,232 $ 1,897 $ 43,070

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Nine Months Ended September 30, 2024 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

For the Interim Periods Ended March 31, 2026 and 2025

Three Months Ended March 31, 2025 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Fuel revenue $ 1,605,535 $ — $ 111,621 $ ( 80,818 ) $ 1,636,338

11 unchanged sentences

Par West redevelopment and other costs — — — 3,982 3,982

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

Other operating loss, net — — 1 — 1

Operating income (loss) $ ( 24,721 ) $ 21,889 $ 15,961 $ ( 28,905 ) $ ( 15,776 )

1 unchanged sentence

Debt extinguishment and commitment costs ( 25 )

Other expense, net ( 1,447 )

Other loss, net ( 371 )

Equity earnings from Laramie Energy, LLC 726

Income before income taxes ( 37,294 )

Income tax expense ( 10,496 )

Net income $ 22,373

Income tax benefit 6,894

Net loss $ ( 30,400 )

Net loss attributable to noncontrolling interest —

Net loss attributable to Par Pacific stockholders $ ( 30,400 )

Capital expenditures $ 33,974 $ 3,821 $ 2,458 680 $ 40,933

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(1) Includes eliminations of intersegment revenues and cost of revenues of $ 465.8 million and $ 487.4 million for the nine months ended September 30, 2025 and 2024, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Note 19— Subsequent Events

Framework Agreement and ISDA Master Agreement and Schedule

On October 2, 2025, Hawaii Renewables, LLC (“Hawaii Renewables”), a subsidiary of the Company, entered into a Framework Agreement for Commodity Swap Transactions (the “Framework Agreement”) with Wells Fargo Bank, N.A.

(“Wells Fargo”) pursuant to which the parties agreed to a framework for entering into a series of prepaid swaps from time to time with respect to soybean oil and crude oil.

On October 2, 2025, Wells Fargo and Hawaii Renewables also entered into a related International Swaps and Derivatives Association (“ISDA”) Schedule to the 2002 ISDA Master Agreement (the “ISDA Agreement”), whereby Wells Fargo and Hawaii Renewables will execute on a monthly basis such series of swaps (each of which will be evidenced by a separate trade confirmation) and Wells Fargo will agree to prepay a fixed amount to Hawaii Renewables (subject to a cap).

Additionally, on October 2, 2025, Hawaii Renewables entered into a pledge and security agreement and a credit support annex with Wells Fargo, pursuant to which Hawaii Renewables granted Wells Fargo a security interest in certain collateral, including certain commodity inventory and renewable feedstocks at approved locations, and agrees to deliver additional collateral as required.

The Framework Agreement has an initial term of one year and will be automatically renewed for additional terms of one year each unless either party terminates the Framework Agreement after the initial term by providing at least 90 calendar days’ prior written notice to the other party.

Renewable Fuels Facility Joint Venture

On October 21, 2025, we completed a transaction under the Equity Contribution Agreement to form Hawaii Renewables, a joint venture for the development, construction, ownership and operation of that certain renewable fuels manufacturing facility co-located with the Hawaii Refinery (“Renewable Fuels Facility”).

Hawaii Renewables Holdings, LLC (“HR Holdco”), a subsidiary of the Company, Alohi Renewables LLC (“Alohi”), Hawaii Renewables and, solely for the limited purposes set forth therein, the Company entered into a Second Amended and Restated Limited Liability Company Agreement of Hawaii Renewables (the “JV Agreement”), which is the primary governing document of the joint venture.

In connection, PHR and Hawaii Renewables entered into a number of related agreements.

The Company and its subsidiaries contributed to Hawaii Renewables certain assets related to the Renewable Fuels Facility and Alohi contributed to Hawaii Renewables $ 100.0 million in cash.

In connection with the transaction, Hawaii Renewables made a one-time special cash distribution of $ 83.0 million to the Company and retained $ 17.0 million to fund remaining construction and initial working capital.

Pursuant to the JV Agreement, HR Holdco owns 63.5 % of the ownership and voting interest in Hawaii Renewables, and Alohi owns 36.5 % of the ownership and voting interest in Hawaii Renewables.

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 158.7 million and $ 148.9 million for the three months ended March 31, 2026 and 2025, respectively.

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

What changed 10-Q

Item 1. Financial Statements