PAR PACIFIC HOLDINGS, INC. 10-Q

Item 1. FINANCIAL STATEMENTS PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share data) March 31, 2026 December 31, 2025 ASSETS Current assets Cash and cash equivalents $ 172,168 $ 164,113 Restricted cash 352 351 Total cash, cash equivalents, and restricted cash 172,520 164,464 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 Inventories 1,361,968 1,228,787 Prepaid and other current assets 134,912 70,168 Total current assets 2,150,907 1,776,091 Property, plant, and equipment Property, plant, and equipment 1,895,082 1,863,105 Less accumulated depreciation and amortization ( 686,613 ) ( 665,154 ) Property, plant, and equipment, net 1,208,469 1,197,951 Long-term assets Operating lease right-of-use (“ROU”) assets 374,286 391,395 Refining and logistics equity investments 101,660 98,654 Investment in Laramie Energy, LLC 44,985 35,806 Intangible assets, net 9,741 9,484 Goodwill 127,276 127,276 Other long-term assets 192,195 197,032 Total assets $ 4,209,519 $ 3,833,689 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ 4,903 $ 4,930 Obligations under inventory financing agreements 287,298 161,492 Accounts payable 578,169 341,555 Accrued taxes 17,027 31,565 Operating lease liabilities 100,172 99,558 Other accrued liabilities 337,179 467,036 Total current liabilities 1,324,748 1,106,136 Long-term liabilities Long-term debt, net of current maturities 942,715 797,940 Finance lease liabilities 11,422 12,002 Operating lease liabilities 295,237 312,450 Other liabilities 84,026 52,645 Total liabilities 2,658,148 2,281,173 Noncontrolling interest 35,542 40,976 Stockholders’ equity Preferred stock, $ 0.01 par value: 3,000,000 shares authorized, none issued — — Common stock, $ 0.01 par value; 500,000,000 shares authorized at 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 493 497 Additional paid-in capital 935,897 957,941 Accumulated earnings 567,806 541,376 Accumulated other comprehensive income 11,633 11,726 Total stockholders’ equity 1,515,829 1,511,540 Total liabilities, noncontrolling interest, and stockholders’ equity $ 4,209,519 $ 3,833,689 See accompanying notes to the condensed consolidated financial statements. 1 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per share amounts) Three Months Ended March 31, 2026 2025 Revenues $ 1,823,750 $ 1,745,036 Operating expenses Cost of revenues (excluding depreciation) 1,558,504 1,559,360 Operating expense (excluding depreciation) 142,518 144,154 Depreciation and amortization 34,460 36,586 General and administrative expense (excluding depreciation) 24,875 24,243 Equity earnings from refining and logistics investments ( 5,829 ) ( 7,514 ) Acquisition and integration costs 64 — Par West redevelopment and other costs 2,985 3,982 Other operating loss, net 851 1 Total operating expenses 1,758,428 1,760,812 Operating income (loss) 65,322 ( 15,776 ) Other income (expense) Interest expense and financing costs, net ( 15,934 ) ( 21,848 ) Debt extinguishment and commitment costs ( 62 ) ( 25 ) Other expense, net ( 14 ) ( 371 ) Equity earnings from Laramie Energy, LLC 9,179 726 Total other expense, net ( 6,831 ) ( 21,518 ) Income (loss) before income taxes 58,491 ( 37,294 ) Income tax benefit (expense) ( 12,340 ) 6,894 Net income (loss) 46,151 ( 30,400 ) Less: 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 ) Diluted $ 1.10 $ ( 0.57 ) Weighted-average number of shares outstanding Basic 48,401 53,756 Diluted 49,632 53,756 See accompanying notes to the condensed consolidated financial statements. 2 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (in thousands) Three Months Ended March 31, 2026 2025 Net income (loss) $ 46,151 $ ( 30,400 ) Other comprehensive income (loss): 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 ) Less: 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 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Three Months Ended March 31, 2026 2025 Cash flows from 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 Debt extinguishment and commitment costs — 25 Non-cash interest expense 2,189 1,524 Non-cash lower of cost and net realizable value adjustment ( 785 ) ( 2,288 ) Deferred taxes 10,626 ( 6,894 ) Other operating loss, net 851 1 Stock-based compensation 3,852 3,546 Unrealized (gain) loss on derivative contracts 76,879 ( 9,357 ) Equity earnings from Laramie Energy, LLC ( 9,179 ) ( 726 ) Equity earnings from refining and logistics investments ( 5,829 ) ( 7,514 ) Dividends received from refining and logistics investments 2,823 — Net changes in operating assets and liabilities: Trade accounts receivable ( 168,835 ) 13,803 Prepaid and other assets ( 88,396 ) 40,284 Inventories ( 132,637 ) 31,873 Deferred turnaround expenditures ( 17,926 ) ( 28,177 ) Obligations under inventory financing agreements 125,806 17,273 Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities 79,243 ( 60,958 ) Net cash used in operating activities ( 40,707 ) ( 1,399 ) Cash flows from investing activities: Capital expenditures ( 43,070 ) ( 40,933 ) Proceeds from sale of assets and other — 12 Net cash used in investing activities ( 43,070 ) ( 40,921 ) Cash flows from financing activities: Proceeds from borrowings 1,452,000 1,424,000 Repayments of borrowings ( 1,308,720 ) ( 1,388,683 ) 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 ) — Payments for debt extinguishment and commitment costs ( 62 ) ( 25 ) Other financing activities, net 2 — 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 Cash, cash equivalents, and restricted cash at end of period $ 172,520 $ 134,094 Supplemental cash flow information: Net cash paid for: Interest $ ( 12,540 ) $ ( 19,443 ) Taxes ( 13 ) ( 26 ) Non-cash investing and financing activities: Accrued capital expenditures $ 19,229 $ 28,705 ROU assets obtained in exchange for new finance lease liabilities — 466 ROU assets obtained in exchange for new operating lease liabilities 6,910 45,167 ROU assets terminated in exchange for release from operating lease liabilities 168 — See accompanying notes to the condensed consolidated financial statements. 4 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) (in thousands) Accumulated 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 $ — Stock-based compensation 753 7 3,539 — — 3,546 — 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 $ — Accumulated 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 — Contributions to joint venture — — ( 2,865 ) — — ( 2,865 ) 2,865 Purchase of common stock for retirement ( 897 ) ( 7 ) ( 8,343 ) ( 28,020 ) — ( 36,370 ) — Exercise of stock options 109 — ( 14,685 ) — — ( 14,685 ) — Other comprehensive loss — — — — ( 93 ) ( 93 ) — 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. 5 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2026 and 2025 Note 1 — Overview Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) provide both renewable and conventional fuels to the western United States. Currently, we operate in three primary business segments: 1) Refining - We own and operate four refineries. Our refineries in Kapolei, Hawaii, Newcastle, Wyoming, Tacoma, Washington, and Billings, Montana, convert crude oil into gasoline, distillate, asphalt, and other products to serve the state of Hawaii and areas ranging from Washington state to the Dakotas and Wyoming. 2) Retail - We operate fuel retail outlets in Hawaii, Washington, and Idaho. We operate convenience stores and fuel retail sites under our “Hele” and “nomnom” brands, “76” branded fuel retail sites, and other sites operated by third parties that sell gasoline, diesel, and retail merchandise such as soft drinks, prepared foods, and other sundries. We also operate unattended cardlock stations. 3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions. This network includes a single point mooring (“SPM”) in Hawaii, a unit train-capable rail loading terminal in Washington, and other terminals, pipelines, trucking operations, marine vessels, storage facilities, loading and truck racks, and rail facilities for the movement of petroleum, refined products, and ethanol in and among the Hawaiian islands, between the U.S. West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming. 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”); and • a 63.5 % ownership interest in Hawaii Renewables, LLC (“Hawaii Renewables”). Our Corporate and Other reportable segment primarily includes general and administrative costs. Note 2— Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The 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. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The condensed consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the complete fiscal year or for any other period. The condensed consolidated balance sheet as of December 31, 2025, was derived from our audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates. Allowance for Credit Losses We did not have a material change in our allowances on trade receivables during the three months ended March 31, 2026 and 2025, respectively. 6 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2026 and 2025 Cost Classifications 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 March 31, 2026 2025 Cost of revenues $ 5,766 $ 6,785 Operating expense 17,575 21,684 General and administrative expense 783 687 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 as of and for the three months ended March 31, 2026. Accounting Principles Not Yet Adopted 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 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. The change in our equity investment in YELP is as follows (in thousands): Three Months Ended March 31, 2026 2025 Beginning balance $ 69,740 $ 57,167 Equity earnings from YELP 3,725 5,637 Amortization of basis difference ( 348 ) ( 348 ) Dividends received ( 2,823 ) — Ending balance $ 70,294 $ 62,456 Yellowstone Pipeline Company 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. The change in our equity investment in YPLC is as follows (in thousands): Three Months Ended March 31, 2026 2025 Beginning balance $ 28,914 $ 29,144 Equity earnings from YPLC 2,414 2,187 Accretion of basis difference 38 38 Ending balance $ 31,366 $ 31,369 7 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements 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 March 31, 2026 2025 Beginning balance $ 35,806 $ 12,498 Equity earnings (losses) from Laramie Energy 7,773 ( 888 ) Accretion of basis difference 1,406 1,614 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 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 $ 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): 8 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2026 and 2025 Three Months Ended March 31, 2026 Refining Logistics Retail Product or service: Gasoline $ 672,652 $ — $ 96,885 Distillates (1) 792,092 — 11,708 Other refined products (2) 276,124 — 16 Merchandise — — 23,644 Transportation and terminalling services — 76,846 — Other revenue 31,659 — 855 Total segment revenues (3) $ 1,772,527 $ 76,846 $ 133,108 Three Months Ended March 31, 2025 Refining Logistics Retail Product or service: Gasoline $ 579,300 $ — $ 100,633 Distillates (1) 659,885 — 10,988 Other refined products (2) 366,350 — — Merchandise — — 24,028 Transportation and terminalling services — 71,415 — Other revenue 80,594 — 783 Total segment revenues (3) $ 1,686,129 $ 71,415 $ 136,432 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, vacuum gas oil, and asphalt. (3) Refer to “Note 19—Segment Information” for the reconciliation of segment revenues to total consolidated revenues. Note 7— Inventories Inventories at March 31, 2026, and December 31, 2025, consisted of the following (in thousands): Titled Inventory Inventory Financing Agreements (1) Total March 31, 2026 Crude oil and feedstocks $ 173,156 $ 241,471 $ 414,627 Refined products and blendstock 576,022 — 576,022 Warehouse stock and other (2) 371,319 — 371,319 Total $ 1,120,497 $ 241,471 $ 1,361,968 December 31, 2025 Crude oil and feedstocks $ 144,363 $ 125,077 $ 269,440 Refined products and blendstock 413,066 — 413,066 Warehouse stock and other (2) 546,281 — 546,281 Total $ 1,103,710 $ 125,077 $ 1,228,787 ________________________________________________________ (1) Please read “Note 9—Inventory Financing Agreements” for further information. (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. 9 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements 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 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 Prepaid insurance 12,585 18,999 Deferred financing costs 1,060 1,568 Derivative assets 61,989 32,211 Prepaid environmental credits 41,114 — Other 16,209 10,374 Total $ 134,912 $ 70,168 _________________________________________________________ (1) Our cash margin that is required as collateral deposits on our commodity derivatives cannot be offset against the fair value of open contracts except in the event of default. Please read “Note 12—Derivatives” for further information. Note 9— Inventory Financing Agreements Inventory 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 (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 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. In such cases, the sale is not recognized, but rather the proceeds are treated as product financing proceeds where a corresponding product financing obligation is recorded. The subsequent repurchase is treated as repayment of the product financing obligation, with the difference recorded as interest expense over the intervening period. Such transactions are presented as Proceeds from inventory financing agreements in our condensed consolidated statement of cash flows. 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. 10 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements 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 March 31, 2026 2025 Net fees and expenses: Inventory Intermediation Agreement Inventory intermediation fees (1) $ 8,291 $ 5,600 Interest expense and financing costs, net 332 332 Renewables Intermediation Agreement Inventory intermediation fees (1) 670 — Interest expense and financing costs, net 505 — ___________________________________________________ (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 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 Environmental credit obligations (1) 266,672 380,390 Derivative liabilities 20,953 13,739 Deferred revenue 1,823 6,719 Other 25,552 24,154 Total $ 337,179 $ 467,036 ___________________________________________________ (1) Please read “Note 13—Fair Value Measurements” for further information. A portion of these obligations are expected to be settled with our RINs assets and other environmental credits, which are presented as Inventories on our condensed consolidated balance sheet and are stated at the lower of cost or net realizable value. 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): March 31, 2026 December 31, 2025 ABL Credit Facility due 2028 $ 321,000 $ 175,000 Term Loan Credit Agreement due 2030 632,000 633,625 Other long-term debt 5,949 6,205 Principal amount of long-term debt 958,949 814,830 Less: unamortized discount and deferred financing costs ( 11,331 ) ( 11,960 ) Total debt, net of unamortized discount and deferred financing costs 947,618 802,870 Less: current maturities, net of unamortized discount and deferred financing costs ( 4,903 ) ( 4,930 ) Long-term debt, net of current maturities $ 942,715 $ 797,940 11 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements 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. 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 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 March 31, 2026, we w ere in compliance with all of our debt instruments. Note 12— Derivatives Commodity Derivatives Our condensed consolidated balance sheets present derivative assets and liabilities on a net basis. 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 June 2027. At March 31, 2026, our open commodity derivative contracts represented (in thousands of barrels): Contract Type Purchases Sales Net Futures — ( 107 ) ( 107 ) Swaps 95,181 ( 103,383 ) ( 8,202 ) Total 95,181 ( 103,490 ) ( 8,309 ) 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: 2026 Total open option collars 1,670 Weighted-average strike price - floor (in dollars) $ 45.50 Weighted-average strike price - ceiling (in dollars) $ 82.56 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 We are exposed to interest rate volatility in our ABL Credit Facility, Term Loan Credit Agreement, and the Inventory Intermediation Agreement. We may utilize interest rate swaps to manage our interest rate risk. 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. 12 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 Commodity derivatives (2) 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 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 $ 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 March 31, Statement of Operations Location 2026 2025 Commodity derivatives Cost of revenues (excluding depreciation) $ ( 52,591 ) $ 9,387 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 Recurring Basis Gross Environmental Credit Obligations The portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits. 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 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 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. 13 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2026 and 2025 Financial Statement Impact 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) Assets Commodity and environmental credit derivatives $ 26 $ 1,731,498 $ — $ 1,731,524 $ ( 1,731,524 ) $ — Liabilities Commodity derivatives $ ( 554 ) $ ( 1,783,499 ) $ — $ ( 1,784,053 ) $ 1,731,524 $ ( 52,529 ) Citi repurchase obligation derivative — — ( 18,127 ) ( 18,127 ) — ( 18,127 ) Wells Fargo terminal obligation derivative — ( 990 ) — ( 990 ) — ( 990 ) Interest rate derivatives — ( 347 ) — ( 347 ) — ( 347 ) Gross environmental credit obligations (2) (3) — ( 22,289 ) — ( 22,289 ) — ( 22,289 ) Total liabilities $ ( 554 ) $ ( 1,807,125 ) $ ( 18,127 ) $ ( 1,825,806 ) $ 1,731,524 $ ( 94,282 ) December 31, 2025 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity and environmental credit derivatives $ 2,439 $ 422,235 $ — $ 424,674 $ ( 400,411 ) $ 24,263 Liabilities Commodity derivatives $ ( 1,833 ) $ ( 399,522 ) $ — $ ( 401,355 ) $ 400,411 $ ( 944 ) Citi repurchase obligation derivative — — 3,289 3,289 — 3,289 Wells Fargo terminal obligation derivative — 517 — 517 — 517 Interest rate derivatives — ( 380 ) — ( 380 ) — ( 380 ) Gross environmental credit obligations (2) (3) — ( 23,679 ) — ( 23,679 ) — ( 23,679 ) Total liabilities $ ( 1,833 ) $ ( 423,064 ) $ 3,289 $ ( 421,608 ) $ 400,411 $ ( 21,197 ) _________________________________________________________ (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. 14 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements 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 March 31, 2026 2025 Balance, at beginning of period $ 3,289 $ ( 1,588 ) Settlements — — Total losses included in earnings (1) ( 21,416 ) ( 3,548 ) Balance, at end of period $ ( 18,127 ) $ ( 5,136 ) _________________________________________________________ (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 March 31, 2026, and December 31, 2025, are as follows (in thousands): March 31, 2026 Carrying Value Fair Value ABL Credit Facility due 2028 (1) $ 321,000 $ 321,000 Term Loan Credit Agreement due 2030 (2) 620,669 632,000 Product Financing Agreement (2) — — Other long-term debt (2) 5,949 6,101 December 31, 2025 Carrying Value Fair Value ABL Credit Facility due 2028 (1) $ 175,000 $ 175,000 Term Loan Credit Agreement due 2030 (2) 621,665 633,625 Product Financing Agreement (2) — — Other long-term debt (2) 6,205 6,310 _________________________________________________________ (1) The fair value measurements of the ABL Credit Facility are considered Level 3 measurements in the fair value hierarchy. (2) The fair value measurements of the Term Loan Credit Agreement, Product Financing Agreement and Other long-term debt are considered Level 2 measurements in the fair value hierarchy as discussed below. The fair 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, 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. Note 14— Leases We have cancellable and non-cancellable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one to 30 years or more. There are no material residual value guarantees associated with any of our leases. 15 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements 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 Assets Finance Property, plant, and equipment $ 32,380 $ 33,557 Finance Accumulated amortization ( 16,676 ) ( 17,185 ) Finance Property, plant, and equipment, net 15,704 16,372 Operating Operating lease right-of-use (“ROU”) assets 374,286 391,395 Total right-of-use assets $ 389,990 $ 407,767 Liabilities Current Finance Other accrued liabilities $ 2,264 $ 2,303 Operating Operating lease liabilities 100,172 99,558 Long-term Finance Finance lease liabilities 11,422 12,002 Operating Operating lease liabilities 295,237 312,450 Total lease liabilities $ 409,095 $ 426,313 Weighted-average remaining lease term (in years) Finance 9.90 9.89 Operating 6.78 6.58 Weighted-average discount rate Finance 6.88 % 6.89 % Operating 7.49 % 7.62 % The following table summarizes the lease costs and income recognized in our condensed consolidated statements of operations (in thousands): Three Months Ended March 31, Lease cost (income) type 2026 2025 Finance lease cost Amortization of finance lease ROU assets $ 669 $ 685 Interest on lease liabilities 237 238 Operating lease cost 31,530 31,589 Variable lease cost 2,972 3,008 Short-term lease cost 1,112 2,269 Net lease cost $ 36,520 $ 37,789 Operating lease income (1) $ ( 616 ) $ ( 574 ) _________________________________________________________ (1) The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material. 16 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements 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): Three Months Ended March 31, Lease type 2026 2025 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 651 $ 528 Operating cash flows from finance leases 239 238 Operating cash flows from operating leases 31,128 29,395 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities — 466 ROU assets obtained in exchange for new operating lease liabilities 6,910 45,167 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 March 31, 2026 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2026 (1) $ 2,118 $ 96,413 $ 98,531 2027 3,022 118,778 121,800 2028 2,118 100,762 102,880 2029 1,712 25,131 26,843 2030 1,163 18,706 19,869 2031 1,079 15,095 16,174 Thereafter 7,613 107,991 115,604 Total lease payments 18,825 482,876 501,701 Less amount representing interest ( 5,362 ) ( 87,244 ) ( 92,606 ) Present value of lease liabilities $ 13,463 $ 395,632 $ 409,095 _________________________________________________________ (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 In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows. Tax and Related Matters 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 appealed in November 2022. On September 26, 2025, the Thurston County Superior Court dismissed our refund claim. We have appealed to the Washington Court of Appeals. Additionally, by opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in the Hawaii foreign trade zone from certain state taxes. We and other similarly situated state taxpayers who had previously claimed such exemptions, certain of which we are contractually obligated to indemnify, are currently being audited for such prior tax periods. Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, on camera and under seal in the first circuit court of the state of Hawaii alleging that PHR, Par Pacific Holdings, Inc. and certain unnamed defendants 17 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements 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. Environmental Matters Like other petroleum refiners, our operations are subject to extensive and periodically changing federal, state, and local environmental laws and regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time. The EPA also regularly conducts compliance inspections related to these regulations. Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows. Hawaii Consent Decree On July 18, 2016, PHR and subsidiaries of Tesoro Corporation (“Tesoro”) entered into a consent decree with the EPA, the U.S. Department of Justice and other state governmental authorities concerning alleged violations of the federal Clean Air Act related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates (“Consent Decree”), including our refinery in Kapolei, Hawaii, that we acquired from Tesoro in 2013. On September 29, 2023, we received a letter from 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. Wyoming Refinery Our Wyoming refinery is subject to a number of consent decrees, orders, and settlement agreements involving the EPA and/or the Wyoming Department of Environmental Quality, some of which date back to the late 1970s and several of which remain in effect, requiring further actions at the Wyoming refinery. The largest cost component arising from these various decrees relates to the investigation, monitoring, and remediation of soil, groundwater, surface water, and sediment contamination associated with the facility’s historic operations. Investigative work by Hermes Consolidated LLC, and its wholly owned subsidiary, Wyoming Pipeline Company, (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts. As of 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 . Regulation of Greenhouse Gases Under the Energy Independence and Security Act (the “EISA”), the Renewable Fuel Standard (the “RFS”) requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply. Over time, higher annual RFS requirements have the potential to reduce demand for our refined transportation fuel products. 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 18 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. Other The Climate Commitment Act (“Washington CCA”), was established in 2021 and took effect January 1, 2023. The Washington CCA established a cap and invest program designed to significantly reduce greenhouse gas emissions. 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 Share Repurchase Program On February 21, 2025, the Board authorized a share repurchase program for up to $ 250 million of common stock, with no specified end date. This repurchase program terminated and replaced the prior authorization to repurchase up to $ 250 million of common stock. 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 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 The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Par Pacific Holdings, Inc. 2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands): Three Months Ended March 31, 2026 2025 Restricted Stock Awards $ 2,707 $ 2,498 Restricted Stock Units 806 678 Stock Option Awards 340 370 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. As of 19 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements 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 attributable to Par Pacific stockholders (in thousands, except per share amounts): Three Months Ended March 31, 2026 2025 Net income (loss) $ 46,151 $ ( 30,400 ) Less: Net loss attributable to noncontrolling interest ( 8,299 ) — 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 Plus: dilutive effects of common stock equivalents 1,231 — Diluted weighted-average common stock shares outstanding 49,632 53,756 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: (1) 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 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. Our NOL carryforwards will not always be available to offset taxable income apportioned to the various states. The states from which our refining, retail, and logistics revenues are derived are not the same states in which our NOLs were incurred; therefore, we expect to incur state tax liabilities in connection with our refining, retail, and logistics operations. 20 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 We report the results for the following four reportable segments: (i) Refining, (ii) Retail, (iii) Logistics and (iv) Corporate and Other. Segment asset information is not provided to our chief operating decision-maker. Summarized financial information concerning reportable segments consists of the following (in thousands): Three Months Ended March 31, 2026 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues Fuel revenue $ 1,740,868 $ — $ 108,609 $ ( 86,130 ) $ 1,763,347 Other revenue 31,659 76,846 24,499 ( 72,601 ) 60,403 Total revenues 1,772,527 76,846 133,108 ( 158,731 ) 1,823,750 Cost of revenues (excluding depreciation) Refining intercompany logistics costs 72,606 — — ( 72,606 ) — Other cost of revenues (excluding depreciation) 1,504,915 42,961 96,962 ( 86,334 ) 1,558,504 Total cost of revenues (excluding depreciation) 1,577,521 42,961 96,962 ( 158,940 ) 1,558,504 Operating expense (excluding depreciation) 115,920 5,892 20,706 — 142,518 Depreciation and amortization 25,421 5,800 2,435 804 34,460 General and administrative expense (excluding depreciation) — — — 24,875 24,875 Equity earnings from refining and logistics investments ( 3,377 ) ( 2,452 ) — — ( 5,829 ) Acquisition and integration costs — — — 64 64 Par West redevelopment and other costs — — — 2,985 2,985 Other operating loss, net 726 125 — — 851 Operating income (loss) $ 56,316 $ 24,520 $ 13,005 $ ( 28,519 ) $ 65,322 Interest expense and financing costs, net ( 15,934 ) Debt extinguishment and commitment costs ( 62 ) Other loss, net ( 14 ) Equity earnings from Laramie Energy, LLC 9,179 Income before income taxes 58,491 Income tax expense ( 12,340 ) Net income $ 46,151 Less: 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 21 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements 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 Revenues Fuel revenue $ 1,605,535 $ — $ 111,621 $ ( 80,818 ) $ 1,636,338 Other revenue 80,594 71,415 24,811 ( 68,122 ) 108,698 Total revenues 1,686,129 71,415 136,432 ( 148,940 ) 1,745,036 Cost of revenues (excluding depreciation) Refining intercompany logistics costs 68,149 — — ( 68,149 ) — Other cost of revenues (excluding depreciation) 1,502,973 40,567 96,639 ( 80,819 ) 1,559,360 Total cost of revenues (excluding depreciation) 1,571,122 40,567 96,639 ( 148,968 ) 1,559,360 Operating expense (excluding depreciation) 118,620 4,365 21,169 — 144,154 Depreciation and amortization 26,397 6,819 2,662 708 36,586 General and administrative expense (excluding depreciation) — — — 24,243 24,243 Equity earnings from refining and logistics investments ( 5,289 ) ( 2,225 ) — ( 7,514 ) Acquisition and integration costs — — — — — Par West redevelopment and other costs — — — 3,982 3,982 Other operating loss, net — — 1 — 1 Operating income (loss) $ ( 24,721 ) $ 21,889 $ 15,961 $ ( 28,905 ) $ ( 15,776 ) Interest expense and financing costs, net ( 21,848 ) Debt extinguishment and commitment costs ( 25 ) Other loss, net ( 371 ) Equity earnings from Laramie Energy, LLC 726 Income before income taxes ( 37,294 ) Income tax benefit 6,894 Net loss $ ( 30,400 ) Less: 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 ________________________________________________________ (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. 22