PAR PACIFIC HOLDINGS, INC. 10-Q

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview We are a growing energy company based in Houston, Texas, that provides both renewable and conventional fuels to the western United States. For more information, please read “Note 1—Overview” to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. The following should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Recent Events Affecting Comparability of Periods Operational Update Our Wyoming refinery experienced an operational incident on the evening of February 12, 2025, and remained safely idled during repair and recovery work through late April 2025, when the refinery returned to full crude operations. The 47 days of idle time in 2025 impacted comparability between the three months ended March 31, 2026, and March 31, 2025. Economic Update Geopolitical tensions in the Middle East and Red Sea region continue in 2026, putting upward pressure on prices in March 2026. The effective closure of the Strait of Hormuz in early March 2026 has disrupted global trade patterns and increased crude oil price volatility worldwide. Crude oil prices increased during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Brent crude oil prices averaged $99.60 per barrel during March, raising the quarterly average to $78.38 per barrel during the three months ended March 31, 2026, compared to $74.98 per barrel during the three months ended March 31, 2025. Average U.S. retail gasoline prices spiked to $3.48 per gallon in March, raising the quarterly average to $2.99 per gallon during the three months ended March 31, 2026, consistent with the average cost per gallon during the three months ended March 31, 2025. On March 1, 2026, OPEC agreed to increase output by 206,000 barrels per day beginning in April 2026. The overall energy price index increased 12.5% and the total consumer price index increased 3.3% year over year as of March 31, 2026. Please read our Item 1A. — Risk Factors discussion below and on our Annual Report on Form 10-K for the year ended December 31, 2025 for further information. Employee Update Approximately 49% of the workforce at our Hawaii and Tacoma refineries are represented by the United Steelworkers Union under a collective bargaining agreement that expired January 31, 2026, and is currently subject to 24-hour extension periods while the parties continue their negotiations. Results of Operations Three months ended March 31, 2026 compared to the three months ended March 31, 2025 Net Income (Loss) Attributable to Par Pacific Stockholders. Our financial results for the first quarter of 2026 improved from a net loss attributable to Par Pacific stockholders of $30.4 million for the three months ended March 31, 2025, to net income attributable to Par Pacific Stockholders of $54.5 million for the three months ended March 31, 2026. The $84.9 million increase was primarily driven by an $81.0 million increase in our refining segment operating income, an $8.5 million increase in Equity earnings from Laramie Energy, LLC, and a $5.9 million decrease in Interest expense and financing costs, net, partially offset by a $19.2 million increase in income tax expense. Please read the discussions of segment and consolidated results below for additional information. Adjusted EBITDA and Adjusted Net Income Attributable to Par Pacific Stockholders. For the three months ended March 31, 2026, Adjusted EBITDA was $91.5 million compared to $10.1 million for the three months ended March 31, 2025. The $81.4 million increase was primarily due to an $80.8 million increase in refining segment Adjusted Gross Margin. For the three months ended March 31, 2026, Adjusted Net Income attributable to Par Pacific stockholders was $38.5 million compared to Adjusted Net Loss attributable to Par Pacific stockholders of $50.3 million for the three months ended March 31, 2025. The $88.8 million improvement was primarily related to the factors described above for the increase in Adjusted EBITDA and a $5.8 million decrease in Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain). 23 Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information. The following tables summarize our consolidated results of operations for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 (in thousands). Three Months Ended March 31, 2026 2025 $ Change % Change Revenues $ 1,823,750 $ 1,745,036 $ 78,714 5% Cost of revenues (excluding depreciation) 1,558,504 1,559,360 (856) —% Operating expense (excluding depreciation) 142,518 144,154 (1,636) (1)% Depreciation and amortization 34,460 36,586 (2,126) (6)% General and administrative expense (excluding depreciation) 24,875 24,243 632 3% Equity earnings from refining and logistics investments (5,829) (7,514) 1,685 22% Acquisition and integration costs 64 — 64 NM (1) Par West redevelopment and other costs 2,985 3,982 (997) (25)% Other operating loss, net 851 1 850 85,000% 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) 5,914 (27)% Debt extinguishment and commitment costs (62) (25) (37) 148% Other expense, net (14) (371) 357 (96)% Equity earnings from Laramie Energy, LLC 9,179 726 8,453 1,164% 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 (19,234) (279)% Net income (loss) 46,151 (30,400) Less: Net loss attributable to noncontrolling interest (8,299) — (8,299) NM (1) Net income (loss) attributable to Par Pacific stockholders $ 54,450 $ (30,400) ________________________________________________________ (1) NM - Not meaningful The following tables summarize our operating income (loss) by segment for the three months ended March 31, 2026 and 2025 (in thousands). Three Months Ended March 31, 2026 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total Revenues $ 1,772,527 $ 76,846 $ 133,108 $ (158,731) $ 1,823,750 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 24 Three Months Ended March 31, 2025 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total Revenues $ 1,686,129 $ 71,415 $ 136,432 $ (148,940) $ 1,745,036 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) ________________________________________________________ (1) Our logistics operations consist primarily of intercompany transactions that eliminate on a consolidated basis. (2) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $158.7 million and $148.9 million for the three months ended March 31, 2026 and 2025, respectively. 25 Below is a summary of key operating statistics for the refining segment for the three months ended March 31, 2026 and 2025: Three Months Ended March 31, 2026 2025 Total Refining Segment Feedstocks Throughput (Mbpd) 184.3 176.0 Refined product sales volume (Mbpd) 188.8 184.6 Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 11.16 $ 6.59 Production costs per bbl ($/throughput bbl) 6.93 7.41 D&A per bbl ($/throughput bbl) 1.53 1.67 Hawaii Refinery Feedstocks Throughput (Mbpd) 89.8 79.4 Yield (% of total throughput) Gasoline and gasoline blendstocks 28.7 % 25.8 % Distillates 35.9 % 34.4 % Fuel oils 30.5 % 32.4 % Other products 2.0 % 4.0 % Total yield 97.1 % 96.6 % Refined product sales volume (Mbpd) 90.4 88.6 Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 13.10 $ 8.90 Production costs per bbl ($/throughput bbl) 4.67 4.81 D&A per bbl ($/throughput bbl) 0.26 0.23 Montana Refinery Feedstocks Throughput (Mbpd) 56.9 51.7 Yield (% of total throughput) Gasoline and gasoline blendstocks 46.8 % 45.3 % Distillates 35.5 % 32.5 % Asphalt 9.3 % 11.2 % Other products 2.9 % 3.2 % Total yield 94.5 % 92.2 % Refined product sales volume (Mbpd) 50.7 47.4 26 Three Months Ended March 31, 2026 2025 Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 6.93 $ 5.04 Production costs per bbl ($/throughput bbl) 9.05 10.56 D&A per bbl ($/throughput bbl) 2.57 2.34 Washington Refinery Feedstocks Throughput (Mbpd) 23.0 38.6 Yield (% of total throughput) Gasoline and gasoline blendstocks 24.1 % 24.3 % Distillates 33.0 % 35.9 % Asphalt 17.9 % 15.4 % Other products 21.5 % 20.5 % Total yield 96.5 % 96.1 % Refined product sales volume (Mbpd) 30.4 36.5 Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 8.17 $ 2.09 Production costs per bbl ($/throughput bbl) 7.53 4.16 D&A per bbl ($/throughput bbl) 2.98 2.01 Wyoming Refinery Feedstocks Throughput (Mbpd) 14.6 6.3 Yield (% of total throughput) Gasoline and gasoline blendstocks 48.7 % 50.5 % Distillates 44.0 % 45.7 % Fuel oils 2.2 % 2.3 % Other products 2.1 % 1.1 % Total yield 97.0 % 99.6 % Refined product sales volume (Mbpd) 17.3 12.1 Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 26.79 $ 19.83 Production costs per bbl ($/throughput bbl) 11.68 34.35 D&A per bbl ($/throughput bbl) 3.02 12.25 27 Three Months Ended March 31, 2026 2025 Market Indices (average $ per barrel) Hawaii Index $ 31.11 $ 8.13 Montana Index 4.84 7.07 Washington Index 8.20 4.15 Wyoming Index 19.30 20.31 Combined Index 19.21 7.38 Market Cracks (average $ per barrel) Singapore 3.1.2 Product Crack $ 36.01 $ 13.12 Montana 6.3.2.1 Product Crack 15.08 17.02 Washington 3.1.1.1 Product Crack 16.55 12.01 Wyoming 2.1.1 Product Crack 22.22 21.74 Crude Oil Prices (average $ per barrel) Brent $ 78.38 $ 74.98 WTI 72.67 71.42 ANS (-) Brent 2.91 2.18 Bakken Guernsey (-) WTI 0.20 (1.81) Bakken Williston (-) WTI (1.54) (3.08) WCS Hardisty (-) WTI (13.75) (12.45) MSW (-) WTI (3.06) (5.20) Syncrude (-) WTI 0.62 (1.96) Brent M1-M3 3.89 1.22 ________________________________________________________ (1) We calculate Adjusted Gross Margin per barrel by dividing Adjusted Gross Margin by total refining throughput. Adjusted Gross Margin for our Washington refinery is determined under the last-in, first-out (“LIFO”) inventory costing method. Adjusted Gross Margin for our other refineries is determined under the first-in, first-out (“FIFO”) inventory costing method. Total Refining Segment Adjusted Gross Margin per barrel is presented net of intercompany profit in inventory of $0.50 per barrel and $0.08 per barrel for the three months ended March 31, 2026, and March 31, 2025, respectively, which represents margin on intercompany sales where the inventory remains on our condensed consolidated balance sheet at period end. Below is a summary of key operating statistics for the retail segment for the three months ended March 31, 2026 and 2025: Three Months Ended March 31, 2026 2025 Retail Segment Retail sales volumes (thousands of gallons) 28,064 29,431 Non-GAAP Performance Measures Management uses certain financial measures and forecasts to evaluate our operating performance and allocate resources that are considered non-GAAP financial measures. The chief operating decision-maker (“CODM”) is the Chief Executive Officer (“CEO”), who uses certain non-GAAP financial measures and forecasts to allocate resources and evaluate 28 our operating performance. These measures should not be considered in isolation or as substitutes or alternatives to their most directly comparable GAAP financial measures or any other measure of financial performance or liquidity presented in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures used by other companies since each company may define these terms differently. We believe Adjusted Gross Margin (as defined below) provides useful information to investors because it eliminates the gross impact of volatile commodity prices and adjusts for certain non-cash items and timing differences created by our inventory financing agreements and lower of cost and net realizable value adjustments to demonstrate the earnings potential of the business before other fixed and variable costs, which are reported separately in Operating expense (excluding depreciation) and Depreciation and amortization. Operating expense includes certain shared costs such as finance, accounting, tax, human resources, information technology, and legal costs that are not directly attributable to specific operating segments. The criteria used to determine the allocation of these expenses generally reflect the time and resources required to provide the applicable service to other internal stakeholders. Remaining expenses are included in the reconciliation of reportable segment Adjusted EBITDA to consolidated pre-tax income (loss) as unallocated corporate general and administrative expenses. Management, including the CODM, uses Adjusted Gross Margin per barrel to evaluate operating performance and compare profitability to other companies in the industry and to industry benchmarks. We believe Adjusted Net Income (Loss) attributable to Par Pacific stockholders, Adjusted EBITDA (as defined below) and Adjusted EBITDA by segment (as defined below) are useful supplemental financial measures that allow management and investors to assess the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis, the ability of our assets to generate cash to pay interest on our indebtedness, and our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure. Beginning with the financial results reported for the fourth quarter of 2025, Adjusted Net Income (Loss) attributable to Par Pacific stockholders excludes the portion of non-GAAP adjustments associated with the noncontrolling interest in our joint venture established on October 21, 2025. Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA by segment also excludes other operating gains and losses (which primarily includes the impacts of the noncash remeasurement of our environmental liabilities). This modification improves comparability between periods by excluding non-cash gains and losses that do not reflect ongoing underlying business operations. Beginning with the financial results reported for the fourth quarter of 2025, Adjusted EBITDA includes the Adjusted Net Income (Loss) attributable to noncontrolling interests associated with our joint venture established on October 21, 2025. Adjusted Gross Margin Adjusted Gross Margin is defined as Operating income (loss) excluding: • operating expense (excluding depreciation); • depreciation and amortization (“D&A”); • Par’s portion of interest, taxes, and D&A expense from refining and logistics investments; • impairment expense; • other operating (gain) loss, net (which includes the impacts of the noncash remeasurement of our environmental liabilities); • Par's portion of accounting policy differences from refining and logistics investments; • inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory); • Environmental obligation mark-to-market adjustment (which represents the mark-to-market losses (gains) associated with our net RINs liability and our net obligation associated with the Washington Climate Commitment Act and Clean Fuel Standard); and • unrealized loss (gain) on derivatives. 29 The following tables present a reconciliation of Adjusted Gross Margin to the most directly comparable GAAP financial measure, Operating income (loss), on a historical basis, for selected segments, for the periods indicated (in thousands). Three months ended March 31, 2026 Refining Logistics Retail Operating Income $ 56,316 $ 24,520 $ 13,005 Operating expense (excluding depreciation) 115,920 5,892 20,706 Depreciation, depletion, and amortization 25,421 5,800 2,435 Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 927 1,082 — Inventory valuation adjustment (61,226) — — Environmental obligation mark-to-market adjustments (29,508) — — Unrealized loss on derivatives 76,911 — — Par's portion of accounting policy differences from refining and logistics investments (412) — — Other operating loss, net 726 125 — Adjusted Gross Margin (1) $ 185,075 $ 37,419 $ 36,146 Three months ended March 31, 2025 Refining Logistics Retail Operating Income (Loss) $ (24,721) $ 21,889 $ 15,961 Operating expense (excluding depreciation) 118,620 4,365 21,169 Depreciation, depletion, and amortization 26,397 6,819 2,662 Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,152 966 — Inventory valuation adjustment (11,687) — — Environmental obligation mark-to-market adjustments 4,954 — — Unrealized gain on derivatives (9,442) — — Par's portion of accounting policy differences from refining and logistics investments (945) — — Other operating loss, net — — 1 Adjusted Gross Margin (1) $ 104,328 $ 34,039 $ 39,793 ____________________________________________________________________________ (1) For the three months ended March 31, 2026 and 2025, there was no impairment expense in Operating income (loss). Adjusted Net Income (Loss) Attributable to Par Pacific Stockholders and Adjusted EBITDA Adjusted Net Income (Loss) attributable to Par Pacific stockholders is defined as Net income (loss) attributable to Par Pacific stockholders excluding: • inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory); • Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our RINs and Washington CCA and Clean Fuel Standard); • unrealized (gain) loss on derivatives; • acquisition and integration costs; • redevelopment and other costs related to Par West; • debt extinguishment and commitment costs; • increase in (release of) tax valuation allowance and other deferred tax items; • changes in the value of contingent consideration and common stock warrants; • severance costs and other non-operating expense (income); 30 • impairment expense; • impairment expense associated with our investment in Laramie Energy; • Par’s share of equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions; • Par’s portion of accounting policy differences from refining and logistics investments; • other operating (gain) loss, net (which includes the impacts of the noncash remeasurement of our environmental liabilities); and • Noncontrolling interest impact of non-GAAP adjustments. Adjusted EBITDA is defined as Adjusted Net Income (Loss) attributable to Par Pacific stockholders plus Adjusted Net Income (Loss) attributable to noncontrolling interests excluding: • D&A; • interest expense and financing costs, net, excluding interest rate derivative loss (gain); • cash distributions from Laramie Energy, LLC to Par; • Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and • income tax expense (benefit) excluding the increase in (release of) tax valuation allowance. The following table presents a reconciliation of Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income (loss) attributable to Par Pacific stockholders, on a historical basis for the periods indicated (in thousands): Three Months Ended March 31, 2026 2025 Net Income (loss) attributable to Par Pacific stockholders $ 54,450 $ (30,400) Inventory valuation adjustment (61,226) (11,687) Environmental obligation mark-to-market adjustments (29,508) 4,954 Unrealized loss (gain) on derivatives 76,879 (9,357) Acquisition and integration costs 64 — Par West redevelopment and other costs 2,985 3,982 Debt extinguishment and commitment costs 62 25 Changes in valuation allowance and other deferred tax items (1) 10,628 (6,894) Severance costs and other non-operating expense (2) 53 726 Equity earnings from Laramie Energy, LLC, excluding cash distributions (9,179) (726) Par's portion of accounting policy differences from refining and logistics investments (412) (945) Other operating loss, net 851 1 Noncontrolling interest impact of non-GAAP adjustments (7,105) — Adjusted Net Income (Loss) attributable to Par Pacific stockholders (3) 38,542 (50,321) Adjusted Net Loss attributable to noncontrolling interests (4) (1,194) — Depreciation, depletion, and amortization 34,460 36,586 Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 15,966 21,763 Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,009 2,118 Income tax expense 1,712 — Adjusted EBITDA (3) $ 91,495 $ 10,146 ________________________________________ (1) For the three months ended March 31, 2026 and 2025, we recognized a non-cash deferred tax expense of $10.6 million and a deferred tax benefit of $6.9 million, respectively, driven by an increase in our 2026 taxable income. This tax expense (benefit) is included in Income tax expense (benefit) on our condensed consolidated statements of operations. (2) For the three months ended March 31, 2025, we incurred $0.3 million of stock-based compensation expenses associated with equity awards modifications. 31 (3) For the three months ended March 31, 2026 and 2025, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, cash distributions from Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference. Please read the Non-GAAP Performance Measures discussion above for information regarding changes to the components of Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA made during the reporting periods. (4) Represents the amount necessary to reconcile Adjusted Net Income (Loss) attributable to Par Pacific stockholders to consolidated adjusted net income (loss) used in calculating Adjusted EBITDA. The amount equals net income (loss) attributable to noncontrolling interest minus the noncontrolling interest impact of non-GAAP adjustments. Adjusted EBITDA by Segment Adjusted EBITDA by segment is defined as Operating income (loss) excluding: • D&A; • inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory); • Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington CCA and Clean Fuel Standard); • unrealized (gain) loss on derivatives; • acquisition and integration costs; • redevelopment and other costs related to Par West; • severance costs and other non-operating expense (income); • other operating loss (gain), net (which includes the impacts of the noncash remeasurement of our environmental liabilities); • impairment expense; • Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and • Par's portion of accounting policy differences from refining and logistics investments. Adjusted EBITDA by segment also includes Gain on curtailment of pension obligation and Other income (loss), net, which are presented below Operating income (loss) on our condensed consolidated statement of operations. 32 The following table presents a reconciliation of Adjusted EBITDA by segment to the most directly comparable GAAP financial measure, Operating income (loss) by segment, on a historical basis, for our operating segments for the periods indicated (in thousands). Three Months Ended March 31, 2026 Refining Logistics Retail Corporate and Other Operating income (loss) by segment $ 56,316 $ 24,520 $ 13,005 $ (28,519) Depreciation, depletion and amortization 25,421 5,800 2,435 804 Inventory valuation adjustment (61,226) — — — Environmental obligation mark-to-market adjustments (29,508) — — — Unrealized loss on commodity derivatives 76,911 — — — Acquisition and integration costs — — — 64 Par West redevelopment and other costs — — — 2,985 Severance costs and other non-operating expense — — 53 — Par's portion of accounting policy differences from refining and logistics investments (412) — — — Other operating loss, net 726 125 — — Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 927 1,082 — — Other loss, net — — — (14) Adjusted EBITDA (1) $ 69,155 $ 31,527 $ 15,493 $ (24,680) Three Months Ended March 31, 2025 Refining Logistics Retail Corporate and Other Operating income (loss) by segment $ (24,721) $ 21,889 $ 15,961 $ (28,905) Depreciation, depletion and amortization 26,397 6,819 2,662 708 Inventory valuation adjustment (11,687) — — — Environmental obligation mark-to-market adjustments 4,954 — — — Unrealized gain on derivatives (9,442) — — — Par West redevelopment and other costs — — — 3,982 Severance costs and other non-operating expense — — — 726 Par's portion of accounting policy differences from refining and logistics investments (945) — — — Other operating loss, net — — 1 — Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,152 966 — — Other loss, net — — — (371) Adjusted EBITDA (1) $ (14,292) $ 29,674 $ 18,624 $ (23,860) ________________________________________ (1) For the three months ended March 31, 2026 and 2025, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference. 33 Factors Impacting Segment Results Operating Income Three months ended March 31, 2026 compared to the three months ended March 31, 2025 Refining. Operating income for our refining segment was $56.3 million for the three months ended March 31, 2026, an increase of $81.0 million compared to an operating loss of $24.7 million for the three months ended March 31, 2025. Please read the Adjusted Gross Margin discussion below for additional information. The increase in operating income was primarily driven by: • an increase of $111.6 million related to favorable changes in feedstock differentials across all our refineries, • a favorable FIFO adjustment of $150.8 million driven by rising feedstock costs, and • an increase of $77.8 million primarily related to higher crack spreads at our Washington, Hawaii, and Montana refineries partially offset by: • a decrease of $156.9 million related to unfavorable derivative impacts and • an unfavorable change of $104.0 million in the valuation of the step-out obligation related to our Inventory Intermediation Agreement driven by changes in commodity prices. Logistics. Operating income for our logistics segment was $24.5 million for the three months ended March 31, 2026, an increase of $2.6 million compared to $21.9 million for the three months ended March 31, 2025. $5.4 million of the increase was driven by higher throughput activity across our Wyoming, Hawaii, and Montana logistics assets, partially offset by increased repair and maintenance costs of $2.7 million in Hawaii related to planned maintenance activities. Our Wyoming refinery was idle for 47 days in the first quarter of 2025 as a result of an operational incident. Retail. Operating income for our retail segment was $13.0 million for the three months ended March 31, 2026, a decrease of $3.0 million compared to $16.0 million for the three months ended March 31, 2025. The decrease was primarily due to a $2.5 million decrease driven by lower fuel margins and a $1.4 million decline related to 5% lower fuel sales volumes. Adjusted Gross Margin Three months ended March 31, 2026 compared to the three months ended March 31, 2025 Refining. For the three months ended March 31, 2026, our refining Adjusted Gross Margin was $185.1 million, an increase of $80.8 million compared to $104.3 million for the three months ended March 31, 2025. The increase was primarily driven by a $60.7 million increase related to favorable feedstock costs, and $79.3 million related to higher crack spreads, partially offset by $70.6 million related to unfavorable impacts from realized derivatives and a $32.1 million increase in environmental costs. Our combined index improved $11.83 per barrel, or 160%, in the first quarter of 2026 compared to the comparable period in 2025. Logistics. For the three months ended March 31, 2026, our logistics Adjusted Gross Margin was $37.4 million, an increase of $3.4 million compared to $34.0 million for the three months ended March 31, 2025. The increase is primarily due to higher throughput activity across our Hawaii, Montana and Wyoming logistics assets, partially offset by a $2.7 million increase in repair and maintenance costs in Hawaii related to planned maintenance activities. Retail. For the three months ended March 31, 2026, our retail Adjusted Gross Margin was $36.1 million, a decrease of $3.7 million compared to $39.8 million for the three months ended March 31, 2025. The decrease was primarily due to a $2.5 million decrease driven by fuel margins and a $1.4 million decrease related to lower fuel sales volumes. Discussion of Consolidated Results Three months ended March 31, 2026 compared to the three months ended March 31, 2025 Revenues. For the three months ended March 31, 2026, revenues were $1.8 billion, a $0.1 billion increase compared to $1.7 billion for the three months ended March 31, 2025. The increase was primarily driven by higher refining revenue due to higher average product crack spreads and a 2% increase in product sales volumes. Average Brent crude oil prices increased 5% and average WTI crude oil prices increased 2% as compared to the prior period. The Combined Index increased 160% compared to the first quarter of 2025. Revenues at our retail segment decreased $3.3 million primarily due to a 5% decline in fuel sales volumes related to a 2% increase in prices. Please read our key operating statistics for further information. 34 Cost of Revenues (Excluding Depreciation). For the three months ended March 31, 2026, and the three months ended March 31, 2025, cost of revenues (excluding depreciation) was $1.6 billion. Operating Expense (Excluding Depreciation). For the three months ended March 31, 2026, operating expense (excluding depreciation) was $142.5 million, relatively consistent with $144.2 million for the three months ended March 31, 2025. Depreciation and Amortization . For the three months ended March 31, 2026, D&A was $34.5 million, a decrease of $2.1 million compared to $36.6 million for the three months ended March 31, 2025. The decrease was primarily due to Wyoming equipment damaged in the 2025 operational incident and no similar events in 2026. General and Administrative Expense (Excluding Depreciation). For the three months ended March 31, 2026, general and administrative expense (excluding depreciation) was $24.9 million, relatively consistent with $24.2 million for the three months ended March 31, 2025. Equity Earnings From Refining and Logistics Investments. During the three months ended March 31, 2026, Equity earnings from refining and logistics investments were $5.8 million, a decrease of $1.7 million compared to $7.5 million for the three months ended March 31, 2025. The decrease was primarily due to a $1.9 million decrease in our proportionate share of YELP’s net income. Please read “Note 3—Refining and Logistics Equity Investments” for further information. Acquisition and Integration Costs. For the three months ended March 31, 2026, we incurred an immaterial amount of acquisition and integration costs, which was relatively consistent with the three months ended March 31, 2025, in which we incurred no acquisition and integration costs. Par West Redevelopment and Other Costs. For the three months ended March 31, 2026, Par West redevelopment and other costs were $3.0 million, a decrease of $1.0 million compared to $4.0 million for the three months ended March 31, 2025, primarily due to a decrease in redevelopment activities. Other Operating Loss, Net. For the three months ended March 31, 2026, there was a $0.9 million other operating loss, net, related to the disposal of refinery and logistics property and equipment. For the three months ended March 31, 2025, other operating loss, net, was immaterial. Interest Expense and Financing Costs, Net . For the three months ended March 31, 2026, our interest expense and financing costs were $15.9 million, a decrease of $5.9 million compared to $21.8 million for the three months ended March 31, 2025, primarily due to a decrease in interest expense related to lower outstanding balances under our ABL Credit Facility and lower Term Loan Credit Agreement interest rates. Equity earnings from Laramie Energy, LLC. For the three months ended March 31, 2026, Equity earnings from Laramie Energy, LLC were $9.2 million compared to Equity earnings from Laramie Energy, LLC of $0.7 million for the three months ended March 31, 2025. The increase was primarily due to an $8.7 million increase in our proportionate share of Laramie Energy’s net income. Please read “Note 4—Investment in Laramie Energy” for further discussion. Income Taxes. For the three months ended March 31, 2026, our income tax expense was $12.3 million, an increase of $19.2 million compared to a $6.9 million income tax benefit for three months ended March 31, 2025, primarily related to our pre-tax net income in the first quarter of 2026 as compared to our pre-tax net loss in the first quarter of 2025. Please read “Note 18—Income Taxes” for further discussion. Net Loss Attributable to Noncontrolling Interests . For the three months ended March 31, 2026, losses attributable to noncontrolling interests were $8.3 million related to our Hawaii Renewables joint venture. For the three months ended March 31, 2025, there was no income or loss attributable to noncontrolling interests. Please read “Note 5—Joint Venture” for further discussion. Condensed Consolidating Financial Information On February 28, 2023, Par Petroleum, LLC (“Par Borrower”) entered into the Term Loan Credit Agreement (the “Term Loan Credit Agreement”) due 2030 with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Term Loan Credit Agreement was co-issued by Par Petroleum Finance Corp. (together with the Par Borrower, the “Term Loan Borrowers”), which has no independent assets or operations. The Term Loan Credit Agreement is guaranteed on a senior unsecured basis only as to payment of principal and interest by Par Pacific Holdings, Inc. (the “Parent”) and is guaranteed on a senior secured basis by all of the subsidiaries of Par Borrower. The Term Loan Credit Agreement 35 proceeds were used to refinance our existing Term Loan B Facility and repurchase our outstanding 7.75% Senior Secured Notes and 12.875% Senior Secured Notes, all three of which had similar guarantees that were replaced by those on the Term Loan Credit Agreement. The following supplemental condensed consolidating financial information reflects (i) the Parent’s separate accounts, (ii) Par Borrower and its consolidated subsidiaries’ accounts (which are all guarantors of the Term Loan Credit Agreement), (iii) the accounts of subsidiaries of the Parent that are not guarantors of the Term Loan Credit Agreement and consolidating adjustments and eliminations, and (iv) the Parent’s consolidated accounts for the dates and periods indicated. For purposes of the following condensed consolidating information, the Parent’s investment in its subsidiaries is accounted for under the equity method of accounting (dollar amounts in thousands). 36 As of March 31, 2026 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries ASSETS Current assets Cash and cash equivalents $ 18,080 $ 131,392 $ 22,696 $ 172,168 Restricted cash 352 — — 352 Trade accounts receivable — 481,507 — 481,507 Inventories — 1,306,120 55,848 1,361,968 Prepaid and other current assets 6,057 127,883 972 134,912 Current note receivable from subsidiaries 48,000 — (48,000) — Due from related parties 603,246 — (603,246) — Total current assets 675,735 2,046,902 (571,730) 2,150,907 Property, plant, and equipment Property, plant, and equipment 27,456 1,753,853 113,773 1,895,082 Less accumulated depreciation and amortization (18,300) (658,097) (10,216) (686,613) Property, plant, and equipment, net 9,156 1,095,756 103,557 1,208,469 Long-term assets Operating lease right-of-use (“ROU”) assets 6,683 367,603 — 374,286 Refining and logistics equity investments — — 101,660 101,660 Investment in Laramie Energy, LLC — — 44,985 44,985 Investment in subsidiaries 1,064,578 — (1,064,578) — Intangible assets, net — 8,298 1,443 9,741 Goodwill — 124,679 2,597 127,276 Other long-term assets — 180,176 12,019 192,195 Total assets $ 1,756,152 $ 3,823,414 $ (1,370,047) $ 4,209,519 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ — $ 52,924 $ (48,021) $ 4,903 Obligations under inventory financing agreements — 225,631 61,667 287,298 Accounts payable 4,830 554,579 18,760 578,169 Accrued taxes 13 16,935 79 17,027 Operating lease liabilities 566 99,606 — 100,172 Other accrued liabilities 1,890 327,334 7,955 337,179 Due to related parties 276,236 407,347 (683,583) — Total current liabilities 283,535 1,684,356 (643,143) 1,324,748 Long-term liabilities Long-term debt, net of current maturities — 942,715 — 942,715 Finance lease liabilities 632 14,625 (3,835) 11,422 Operating lease liabilities 10,009 285,228 — 295,237 Other liabilities — 188,884 (104,858) 84,026 Total liabilities 294,176 3,115,808 (751,836) 2,658,148 Commitments and contingencies Noncontrolling interest — — 35,542 35,542 Stockholders’ equity Common stock 493 — — 493 Additional paid-in capital 882,044 (262,066) 315,919 935,897 Accumulated earnings (deficit) 567,806 960,143 (960,143) 567,806 Accumulated other comprehensive income (loss) 11,633 9,529 (9,529) 11,633 Total stockholders’ equity 1,461,976 707,606 (653,753) 1,515,829 Total liabilities, noncontrolling interest, and stockholders’ equity $ 1,756,152 $ 3,823,414 $ (1,370,047) $ 4,209,519 37 As of December 31, 2025 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries ASSETS Current assets Cash and cash equivalents $ 15,639 $ 125,892 $ 22,582 $ 164,113 Restricted cash 351 — — 351 Trade accounts receivable — 312,672 — 312,672 Inventories — 1,199,523 29,264 1,228,787 Prepaid and other current assets 2,903 65,864 1,401 70,168 Due from related parties 579,579 — (579,579) — Current note receivable from subsidiaries 60,000 — (60,000) — Total current assets 658,472 1,703,951 (586,332) 1,776,091 Property, plant, and equipment Property, plant, and equipment 25,016 1,729,382 108,707 1,863,105 Less accumulated depreciation and amortization (17,730) (637,470) (9,954) (665,154) Property, plant, and equipment, net 7,286 1,091,912 98,753 1,197,951 Long-term assets Operating lease right-of-use (“ROU”) assets 6,787 384,608 — 391,395 Refining and logistics equity investments — — 98,654 98,654 Investment in Laramie Energy, LLC — — 35,806 35,806 Investment in subsidiaries 1,051,331 — (1,051,331) — Intangible assets, net — 8,541 943 9,484 Goodwill — 124,679 2,597 127,276 Long term note receivable from subsidiaries 3,000 — (3,000) — Other long-term assets — 174,385 22,647 197,032 Total assets $ 1,726,876 $ 3,488,076 $ (1,381,263) $ 3,833,689 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ — $ 64,930 $ (60,000) $ 4,930 Obligations under inventory financing agreements — 130,150 31,342 161,492 Accounts payable 3,062 331,502 6,991 341,555 Accrued taxes — 31,565 — 31,565 Operating lease liabilities 536 99,022 — 99,558 Other accrued liabilities 3,474 457,297 6,265 467,036 Due to related parties 254,102 393,859 (647,961) — Total current liabilities 261,174 1,508,325 (663,363) 1,106,136 Long-term liabilities Long-term debt, net of current maturities — 800,940 (3,000) 797,940 Finance lease liabilities 690 15,201 (3,889) 12,002 Operating lease liabilities 10,192 302,258 — 312,450 Other liabilities — 153,152 (100,507) 52,645 Total liabilities 272,056 2,779,876 (770,759) 2,281,173 Commitments and contingencies Noncontrolling interest — — 40,976 40,976 Stockholders’ equity Preferred stock — — — — Common stock 497 — — 497 Additional paid-in capital 901,221 (205,916) 262,636 957,941 Accumulated earnings (deficit) 541,376 904,494 (904,494) 541,376 Accumulated other comprehensive income (loss) 11,726 9,622 (9,622) 11,726 Total stockholders’ equity 1,454,820 708,200 (651,480) 1,511,540 Total liabilities, noncontrolling interest, and stockholders’ equity $ 1,726,876 $ 3,488,076 $ (1,381,263) $ 3,833,689 38 Three Months Ended March 31, 2026 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Revenues $ 203 $ 1,825,450 $ (1,903) $ 1,823,750 Operating expenses Cost of revenues (excluding depreciation) — 1,538,435 20,069 1,558,504 Operating expense (excluding depreciation) — 141,004 1,514 142,518 Depreciation and amortization 570 33,632 258 34,460 General and administrative expense (excluding depreciation) 6,732 18,143 — 24,875 Equity earnings from refining and logistics investments — — (5,829) (5,829) Acquisition and integration costs 64 — — 64 Par West redevelopment and other costs — 2,985 — 2,985 Other operating loss, net — 851 — 851 Total operating expenses 7,366 1,735,050 16,012 1,758,428 Operating income (loss) (7,163) 90,400 (17,915) 65,322 Other income (expense) Interest expense and financing costs, net (18) (15,610) (306) (15,934) Debt extinguishment and commitment costs — (62) — (62) Other income (expense), net (9) — (5) (14) Equity earnings (losses) from subsidiaries 61,639 — (61,639) — Equity earnings from Laramie Energy, LLC — — 9,179 9,179 Total other income (expense), net 61,612 (15,672) (52,771) (6,831) Income (loss) before income taxes 54,449 74,728 (70,686) 58,491 Income tax benefit (expense) (1) — (19,079) 6,739 (12,340) Net income (loss) 54,449 55,649 (63,947) 46,151 Less: Net loss attributable to noncontrolling interest — — (8,299) (8,299) Net income attributable to Par Pacific stockholders $ 54,449 $ 55,649 $ (55,648) $ 54,450 Adjusted EBITDA $ (6,538) $ 94,634 $ 3,399 $ 91,495 39 Three Months Ended March 31, 2025 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Revenues $ — $ 1,745,009 $ 27 $ 1,745,036 Operating expenses Cost of revenues (excluding depreciation) — 1,559,360 — 1,559,360 Operating expense (excluding depreciation) — 144,154 — 144,154 Depreciation and amortization 487 36,051 48 36,586 General and administrative expense (excluding depreciation) 7,302 16,941 — 24,243 Equity earnings from refining and logistics investments — — (7,514) (7,514) Acquisition and integration costs — — — — Par West redevelopment and other costs — 3,982 — 3,982 Other operating loss, net — 1 — 1 Total operating expenses 7,789 1,760,489 (7,466) 1,760,812 Operating income (loss) (7,789) (15,480) 7,493 (15,776) Other income (expense) Interest expense and financing costs, net (31) (21,904) 87 (21,848) Debt extinguishment and commitment costs — (25) — (25) Other income (expense), net (8) (363) — (371) Equity earnings (losses) from subsidiaries (22,572) — 22,572 — Equity earnings from Laramie Energy, LLC — — 726 726 Total other income (expense), net (22,611) (22,292) 23,385 (21,518) Income (loss) before income taxes (30,400) (37,772) 30,878 (37,294) Income tax benefit (expense) (1) — 6,993 (99) 6,894 Net income (loss) $ (30,400) $ (30,779) $ 30,779 $ (30,400) Less: Net income attributable to noncontrolling interest — — — — Net loss attributable to Par Pacific stockholders $ (30,400) $ (30,779) $ 30,779 $ (30,400) Adjusted EBITDA $ (7,129) $ 8,561 $ 8,714 $ 10,146 ________________________________________ (1) The income tax benefit (expense) of the Parent Guarantor and Issuer and Subsidiaries is determined using the separate return method. The Non-Guarantor Subsidiaries and Eliminations column includes tax benefits recognized at the Par consolidated level that are primarily associated with changes to the consolidated valuation allowance and other deferred tax balances. Non-GAAP Financial Measures Adjusted EBITDA for the supplemental consolidating condensed financial information, which is segregated at the “Parent Guarantor,” “Par Borrower and Subsidiaries,” and “Non-Guarantor Subsidiaries and Eliminations” levels, is calculated in a similar manner as the Par Pacific Holdings, Inc. Adjusted EBITDA. Net income (loss), which management considers the most directly comparable GAAP measure, is used as the basis for the calculation instead of Net income (loss) attributable to Par Pacific stockholders because certain adjustments used in calculating Adjusted EBITDA are not practicably segregated at these 40 levels. See “Results of Operations — Non-GAAP Performance Measures — Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA” above. The following tables present a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income (loss), on a historical basis for the periods indicated (in thousands): Three Months Ended March 31, 2026 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Net income (loss) $ 54,449 $ 55,649 $ (63,947) $ 46,151 Inventory valuation adjustment — (69,404) 8,178 (61,226) Environmental obligation mark-to-market adjustments — (29,508) — (29,508) Unrealized loss on derivatives — 65,593 11,286 76,879 Acquisition and integration costs 64 — — 64 Par West redevelopment and other costs — 2,985 — 2,985 Debt extinguishment and commitment costs — 62 — 62 Severance costs and other non-operating expense — 53 — 53 Other operating loss (gain), net — 851 — 851 Equity earnings from Laramie Energy, LLC, excluding cash distributions — — (9,179) (9,179) Par's portion of accounting policy differences from refining and logistics investments — — (412) (412) Depreciation and amortization 570 33,632 258 34,460 Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 18 15,642 306 15,966 Equity losses (income) from subsidiaries (61,639) — 61,639 — Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments — — 2,009 2,009 Income tax expense (benefit) — 19,079 (6,739) 12,340 Adjusted EBITDA (1) $ (6,538) $ 94,634 $ 3,399 $ 91,495 41 Three Months Ended March 31, 2025 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Net income (loss) $ (30,400) $ (30,779) $ 30,779 $ (30,400) Inventory valuation adjustment — (11,687) — (11,687) Environmental obligation mark-to-market adjustments — 4,954 — 4,954 Unrealized loss (gain) on derivatives — (9,357) — (9,357) Par West redevelopment and other costs — 3,982 — 3,982 Debt extinguishment and commitment costs — 25 — 25 Severance costs and other non-operating expense (2) 181 545 — 726 Other operating loss, net — 1 — 1 Equity earnings from Laramie Energy, LLC, excluding cash distributions — — (726) (726) Par's portion of accounting policy differences from refining and logistics investments — — (945) (945) Depreciation and amortization 487 36,051 48 36,586 Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 31 21,819 (87) 21,763 Equity losses (income) from subsidiaries 22,572 — (22,572) — Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments — — 2,118 2,118 Income tax expense (benefit) — (6,993) 99 (6,894) Adjusted EBITDA (1) $ (7,129) $ 8,561 $ 8,714 $ 10,146 ________________________________________ (1) Please read the Non-GAAP Performance Measures and Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA discussions above for information regarding the components of Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA. (2) For the three months ended March 31, 2025, we incurred $0.3 million of stock-based compensation expenses associated with equity awards modifications. Liquidity and Capital Resources Our liquidity and capital requirements are primarily a function of our debt maturities and debt service requirements and contractual obligations, capital expenditures, turnaround outlays, and working capital needs. Examples of working capital needs include purchases and sales of commodities and associated margin and collateral requirements, facility maintenance costs, and other costs such as payroll. Our primary sources of liquidity are cash flows from operations, cash on hand, amounts available under our credit agreements, and access to capital markets. Our liquidity position as of March 31, 2026, was $937.7 million, consisting of $172.2 million of cash and cash equivalents and $765.5 million of availability under the ABL Credit Facility. Generally, the primary uses of our capital resources have been in the operations of our refining and retail segments, for payments related to acquisitions, to repay or refinance indebtedness and to repurchase shares of our common stock. We believe our cash flows from operations and available capital resources will be sufficient to meet our current capital and turnaround expenditures, working capital, and debt service requirements for the next 12 months. We may seek to raise additional debt or equity capital to fund acquisitions and any other significant changes to our business or to refinance existing debt. We cannot offer any assurances that such capital will be available in sufficient amounts or at an acceptable cost. Cash Requirements. There have been no material changes to the cash requirements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, outside the ordinary course of business. 42 Cash Flows The following table summarizes cash activities for the three months ended March 31, 2026 and 2025 (in thousands): Three Months Ended March 31, 2026 2025 Net cash used in operating activities $ (40,707) $ (1,399) Net cash used in investing activities (43,070) (40,921) Net cash provided by (used in) financing activities 91,833 (15,853) Cash flows for the three months ended March 31, 2026 Net cash used in operating activities for the three months ended March 31, 2026, was primarily driven by net cash used for changes in operating assets and liabilities of approximately $202.7 million, non-cash charges to operations and non-operating items of approximately $115.9 million, and net income of $46.2 million. Net cash used for changes in operating assets and liabilities resulted primarily from: • a $168.8 million increase in Accounts receivable primarily driven by timing of collections and increased pricing; • a $132.6 million increase in Inventories driven by higher average inventory costs and increases in total volumes, partially offset by a decrease in environmental credit inventory; • an $88.4 million increase in prepaid and other expenses primarily driven by increases in derivative assets and prepaid environmental credits; and • an increase in deferred turnaround expenditures of $17.9 million driven by expenditures related to Tacoma planned maintenance and Hawaii refinery turnaround activities; partially offset by: • a $125.8 million increase in obligations under inventory financing agreements primarily due to higher financed inventory volumes and prices and • an increase in Accounts payable and Other accrued liabilities of $79.2 million primarily driven by timing of payments and an increase in environmental credit obligations related to 2026 production, partially offset by the retirement of prior year CCA obligations. Non-cash charges to operations and non-operating items consisted primarily of the following adjustments: • unrealized loss on derivatives contracts of $76.9 million driven by commodity prices, • depreciation and amortization expenses of $34.5 million, and • a $10.6 million change in deferred tax assets driven by our net income during the period, partially offset by: • equity earnings of $9.2 million from our investment in Laramie Energy. Net cash used in investing activities for the three months ended March 31, 2026, consisted primarily of $43.1 million of additions to property, plant, and equipment driven by profit improvement and maintenance projects at our refineries, including planned maintenance at our Hawaii and Washington refineries and our Hawaii renewable hydrotreater project. Net cash provided by financing activities was approximately $91.8 million for the three months ended March 31, 2026, and consisted primarily of net borrowings of debt of $143.3 million driven by ABL Credit Facility activity, partially offset by repurchases of common stock of $36.7 million, including $28.0 million of repurchases under the share repurchase program, and $18.2 million related to stock option exercises settled in cash. Cash flows for the three months ended March 31, 2025 Net cash used in operating activities for the three months ended March 31, 2025, was driven primarily by a net loss of $30.4 million, non-cash charges to operations and non-operating items of approximately $14.9 million, and net cash provided 43 by changes in operating assets and liabilities of approximately $14.1 million. Non-cash charges to operations consisted primarily of the following adjustments: • depreciation and amortization expenses of $36.6 million, and • stock based compensation costs of $3.5 million, partially offset by: • unrealized gain on derivatives contracts of $9.4 million, • equity earnings of $7.5 million from our refining and logistic investments, • a $6.9 million change in deferred tax assets driven by our net income during the period, and • a $2.3 million benefit from changes in our inventory reserve for the lower of cost or net realizable value. Net cash provided by changes in operating assets and liabilities resulted primarily from: • a $40.3 million decrease in prepaid and other expenses, primarily driven by decreases in derivative collateral, • a $31.9 million decrease in inventories primarily related to a $57.0 million decline in RINs and environmental credits inventory partially offset by a $13.3 million increase in crude inventory and an $8.3 million increase in refined products and blendstock inventory, • a $17.3 million increase in obligations under inventory financing agreements primarily due to increases in the step-out liability driven by higher volumes, and • a $13.8 million decrease in accounts receivable primarily related to lower volumes and the timing of collections, partially offset by: • a decrease in Accounts payable and other accrued liabilities of $61.0 million primarily driven by timing of payments, a $9.7 million decrease in advances from customers, and a $14.2 million decrease in RINs and other environmental credit obligations, and • an increase in deferred turnaround expenditures of $28.2 million driven by expenditures related to Montana refinery turnaround activities. Net cash used in investing activities for the three months ended March 31, 2025, consisted primarily of $40.9 million in additions to property, plant, and equipment driven by profit improvement and maintenance projects at our refineries, including our Hawaii renewable hydrotreater project, planned maintenance at our Montana refinery, and repair and replacement work related to our Wyoming operational incident. Net cash used in financing activities was approximately $15.9 million for the three months ended March 31, 2025, and consisted primarily of repurchases of common stock of $51.1 million partially offset by net borrowings of debt of $35.3 million primarily driven by ABL Credit Facility activity. Critical Accounting Estimates There have been no material changes to critical accounting estimates disclosed in our Annual Report on Form 10-K for the three months ended March 31, 2026. Forward-Looking Statements Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (“PSLRA”), or in releases made by the SEC, all of which may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors including, without limitation, the Russia-Ukraine war, military conflicts in the Middle East, the political activity in Venezuela, Houthi-related disruptions in the Red Sea, the ongoing military conflict with Iran and disruptions in the Strait of Hormuz, and certain developments in the global crude oil markets, on our business, our customers, and the markets where we operate; the impact of tariffs and potential disruptions in international trade on our 44 business; our beliefs regarding available capital resources; our beliefs regarding the likely results or impact of certain disputes or contingencies and any potential fines or penalties; our beliefs regarding the fair value of certain assets, and our expectations with respect to laws and regulations, including environmental regulations and related compliance costs and any fines or penalties related thereto; our expectations regarding the sufficiency of our cash flows and liquidity; our expectations regarding anticipated capital expenditures, including the timing and cost of compliance with consent decrees and other enforcement actions; our expectations regarding the impact of the adoption of certain accounting standards; our estimates regarding the fair value of certain indebtedness; estimated costs to settle claims from the Delta bankruptcy; the estimated value of, and our ability to settle, legal claims remaining to be settled against third parties; our expectations regarding the synergies or other benefits of our acquisitions; our expectations regarding certain tax liabilities and debt obligations; management’s assumptions about the impact of future events on our existing business; the expected production volumes and operating performance of renewable fuels production in Hawaii through the Hawaii Renewables, LLC joint venture, as well as the commercial and other benefits anticipated from that joint venture; our ability to raise additional debt or equity capital; our ability to make strategic investments in business opportunities; and the estimates, assumptions, and projections regarding future financial condition, results of operations, liquidity, and cash flows. These and other forward-looking statements could cause the actual results, performance, or achievements of Par and its subsidiaries to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act, and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. The forward-looking statements contained in this Quarterly Report on Form 10-Q are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control, including those set out in our most recent Annual Report on Form 10-K and this Quarterly Report on Form 10-Q under “Risk Factors.” In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this Quarterly Report on Form 10-Q are not guarantees of future performance; and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described above and under Critical Accounting Estimates and Risk Factors included in our most recent Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q. All forward-looking statements speak only as of the date they are made. There can be no guarantee that the operational and financial measures the Company has taken, and may take in the future, will be fully effective. We do not intend to update or revise any forward-looking statements as a result of new information, future events, or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes to our disclosures about market risks as of and for the three months ended March 31, 2026, as compared to our disclosures about market risks discussed in Part II, Item 7A of our 2025 Form 10-K.