What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 368 added, 191 removed, 628 unchanged (47% of the section changed)

4 unchanged sentences

(in thousands, except share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets

1 unchanged sentence

Restricted cash 1,853 351

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

Trade accounts receivable, net of allowances of $ 0.6 million and $ 0.4 million at June 30, 2026, and December 31, 2025, respectively

514,384 312,672

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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

500,000,000 shares authorized at June 30, 2026, and December 31, 2025, 49,274,156 shares and 49,685,138 shares issued at June 30, 2026, and December 31, 2025, respectively

Additional paid-in capital 940,696 957,941

8 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Revenues $ 2,968,869 $ 1,893,438 $ 4,792,619 $ 3,638,474

7 unchanged sentences

Par West redevelopment and other costs 3,676 4,690 6,661 8,672

Other operating loss, net 851 1

Other operating loss (gain), net 296 ( 1,226 ) 1,147 ( 1,225 )

Total operating expenses 2,334,316 1,796,678 4,092,744 3,557,490

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

Operating income 634,553 96,760 699,875 80,984

Other income (expense)

2 unchanged sentences

Other expense, net ( 171 ) ( 163 ) ( 185 ) ( 534 )

Equity earnings from Laramie Energy, LLC 9,179 726

Equity earnings (losses) from Laramie Energy, LLC ( 1,666 ) 1,856 7,513 2,582

Total other expense, net ( 27,566 ) ( 20,413 ) ( 34,397 ) ( 41,931 )

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

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

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

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

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

Income (loss) attributable to Par Pacific stockholders per share

Income before income taxes 606,987 76,347 665,478 39,053

Income tax expense ( 144,046 ) ( 16,887 ) ( 156,386 ) ( 9,993 )

Net income 462,941 59,460 $ 509,092 $ 29,060

Net income (loss) attributable to noncontrolling interest 810 — ( 7,489 ) —

Net income attributable to Par Pacific stockholders $ 462,131 $ 59,460 $ 516,581 $ 29,060

Income attributable to Par Pacific stockholders per share

Basic $ 9.53 $ 1.18 $ 10.66 $ 0.56

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AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

Three Months Ended

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

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Net income $ 462,941 $ 59,460 $ 509,092 $ 29,060

Other comprehensive income (loss):

Other post-retirement (loss), net of tax ( 92 ) ( 77 ) ( 185 ) ( 153 )

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

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

Total other comprehensive loss, net of tax ( 92 ) ( 77 ) ( 185 ) ( 153 )

Comprehensive income 462,849 59,383 508,907 28,907

Comprehensive income (loss) attributable to noncontrolling interest 810 — ( 7,489 ) —

Comprehensive income (loss) attributable to Par Pacific stockholders

$ 54,357 $ ( 30,476 )

Comprehensive income attributable to Par Pacific stockholders $ 462,039 $ 59,383 $ 516,396 $ 28,907

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

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

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

Net Income $ 509,092 $ 29,060

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

Depreciation and amortization 70,914 71,298

3 unchanged sentences

Deferred taxes 132,967 8,579

Other operating loss, net 851 1

Other operating loss (gain), net 1,147 ( 1,225 )

Stock-based compensation 8,234 8,022

10 unchanged sentences

Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities 186,660 144,611

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

Net cash provided by operating activities 241,861 132,179

Cash flows from investing activities:

9 unchanged sentences

Exercise of stock options ( 18,189 ) —

Proceeds from inventory financing agreements 4,880 25,122

Payments for debt extinguishment and commitment costs ( 64 ) ( 25 )

Other financing activities, net 1,263 1,288

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

Net cash used in financing activities ( 131,194 ) ( 68,114 )

Net increase (decrease) in cash, cash equivalents, and restricted cash 27,886 ( 22,723 )

1 unchanged sentence

Cash, cash equivalents, and restricted cash at end of period $ 192,350 $ 169,544

Reconciliation of cash, cash equivalents, and restricted cash:

Cash and cash equivalents $ 184,997 $ 169,195

Restricted cash included in current assets 1,853 349

Restricted cash included in other long-term assets 5,500 —

Total cash, cash equivalents, and restricted cash $ 192,350 $ 169,544

Supplemental cash flow information:

21 unchanged sentences

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

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

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

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

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

Net income — — — 59,460 — 59,460 —

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

Additional Other Non-

9 unchanged sentences

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

Issuance of common stock for employee stock purchase plan 26 — 1,486 — — 1,486 —

Stock-based compensation, net ( 4 ) — 4,159 — — 4,159 —

Contributions to joint venture — — ( 262 ) — — ( 262 ) 262

Purchase of common stock for retirement ( 15 ) — ( 584 ) ( 226 ) — ( 810 ) —

Other comprehensive loss — — — — ( 92 ) ( 92 ) —

Net income — — — 462,131 — 462,131 810

Balance, June 30, 2026 49,274 $ 493 $ 940,696 $ 1,029,711 $ 11,541 $ 1,982,441 $ 36,614

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2026 and 2025

For the Interim Periods Ended June 30, 2026 and 2025

Note 1 — Overview

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

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

As of June 30, 2026, we owned the following investments:

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

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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.

We did not have a material change in our allowances on trade receivables during the three and six months ended June 30, 2026 and 2025, respectively.

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2026 and 2025

For the Interim Periods Ended June 30, 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,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cost of revenues $ 6,111 $ 6,499 $ 11,877 $ 13,284

1 unchanged sentence

General and administrative expense 879 731 1,662 1,418

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.

On May 19, 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818).

This ASU establishes the first comprehensive GAAP framework for the recognition, measurement, presentation, and disclosure of environmental credits and the obligations they settle.

The amendments in this ASU are effective for all annual and interim reporting periods with fiscal years beginning after December 15, 2027;

early adoption is permitted.

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

Accounting Principles Adopted

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.

As of June 30, 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,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Beginning balance $ 70,294 $ 62,456 $ 69,740 $ 57,167

5 unchanged sentences

Yellowstone Pipeline Company

As of March 31, 2026, we owned a 40 % ownership interest in YPLC.

As of June 30, 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,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Beginning balance $ 31,366 $ 31,369 $ 28,914 $ 29,144

1 unchanged sentence

Accretion of basis difference 39 38 77 76

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

Ending balance $ 34,057 $ 27,340 $ 34,057 $ 27,340

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2026 and 2025

For the Interim Periods Ended June 30, 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.

As of June 30, 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 $ 43.3 million and $ 35.8 million as of June 30, 2026, and December 31, 2025, respectively.

As of June 30, 2026, and December 31, 2025, Laramie Energy’s term loan had an outstanding balance of $ 160.0 million.

At June 30, 2026, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 56.0 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,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Beginning balance $ 44,985 $ 13,224 $ 35,806 $ 12,498

5 unchanged sentences

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.

As of June 30, 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 Renewable Fuels Facility began commercial operations in April 2026.

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

1 unchanged sentence

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.

No accretion was recorded for the three and six months ended June 30, 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 June 30, 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.

As of June 30, 2026, and December 31, 2025, receivables from contracts with customers were $ 456.3 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.

Deferred revenue was $ 2.4 million and $ 6.7 million as of June 30, 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.

3 unchanged sentences

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

For the Interim Periods Ended June 30, 2026 and 2025

Three Months Ended June 30, 2026 Refining Logistics Retail

Product or service:

6 unchanged sentences

Total segment revenues (3) $ 2,905,082 $ 79,584 $ 181,525

Three Months Ended March 31, 2025 Refining Logistics Retail

Three Months Ended June 30, 2025 Refining Logistics Retail

Product or service:

6 unchanged sentences

Total segment revenues (3) $ 1,826,509 $ 73,005 $ 146,685

Six Months Ended June 30, 2026 Refining Logistics Retail

Product or service:

Gasoline $ 1,630,617 $ — $ 232,284

Distillates (1) 2,103,987 — 29,983

Other refined products (2) 856,230 — 38

Merchandise — — 50,645

Transportation and terminalling services — 156,430 —

Other revenue 86,775 — 1,683

Total segment revenues (3) $ 4,677,609 $ 156,430 $ 314,633

Six Months Ended June 30, 2025 Refining Logistics Retail

Product or service:

Gasoline $ 1,259,744 $ — $ 206,406

Distillates (1) 1,386,910 — 23,902

Other refined products (2) 758,534 — —

Merchandise — — 51,175

Transportation and terminalling services — 144,420 —

Other revenue 107,450 — 1,634

Total segment revenues (3) $ 3,512,638 $ 144,420 $ 283,117

_______________________________________________________

2 unchanged sentences

(3) Refer to “Note 19—Segment Information” for the reconciliation of segment revenues to total consolidated revenues.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2026 and 2025

Note 7— Inventories

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

Inventories at June 30, 2026, and December 31, 2025, consisted of the following (in thousands):

Titled Inventory Inventory Financing Agreements (1)

March 31, 2026

June 30, 2026

Crude oil and feedstocks $ 215,048 $ 114,693 $ 329,741

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(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.

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.

(2) Includes $ 364.9 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 June 30, 2026, and December 31, 2025, respectively.

Our renewable volume obligation and other gross environmental credit obligations of $ 376.6 million and $ 380.4 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of June 30, 2026, and December 31, 2025, respectively.

As of June 30, 2026, and December 31, 2025, there were write-downs of the lower of cost or net realizable value of inventory of $ 11.1 million and $ 2.1 million, respectively.

As of June 30, 2026, and December 31, 2025, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 71.3 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

Prepaid and other current assets at June 30, 2026, and December 31, 2025, consisted of the following (in thousands):

June 30, 2026 December 31, 2025

Collateral posted with broker for derivative instruments (1) $ 4,250 $ 7,016

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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.

As of June 30, 2026, and December 31, 2025, there were $ 83.7 million and $ 130.2 million of outstanding obligations under the Inventory Intermediation Agreement, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2026 and 2025

Product Financing Agreement

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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.

As of June 30, 2026, and December 31, 2025, there were no product financing obligations under the Product Financing Agreement.

Renewables Intermediation Agreement

2 unchanged sentences

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

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

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

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

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2026 and 2025

On June 24, 2026, we entered into an amendment to the Renewables Intermediation Agreement.

The amendment provided for an increase in the maximum commodity limit from $ 100 million to $ 150 million.

As of June 30, 2026, and December 31, 2025, there were $ 78.6 million and $ 31.3 million of outstanding obligations under the Renewables Intermediation Agreement, respectively.

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,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net fees and expenses:

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___________________________________________________

(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.

(1) Inventory intermediation fees under the Inventory Intermediation Agreement included market structure fees of $ 19.8 million and $ 35.2 million for the three and six months ended June 30, 2026, respectively, and $ 4.7 million and $ 9.2 million for three and six months ended June 30, 2025.

Inventory intermediation fees under the Renewables Intermediation Agreement included immaterial market structure fees for the three and six months ended June 30, 2026.

There were no inventory intermediation fees under the Renewables Intermediation Agreement for the three and six months ended June 30, 2025.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2026 and 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

Other accrued liabilities at June 30, 2026, and December 31, 2025, consisted of the following (in thousands):

June 30, 2026 December 31, 2025

Accrued payroll and other employee benefits $ 38,939 $ 42,034

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

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

The carrying costs of these assets were $ 364.9 million and $ 450.7 million as of June 30, 2026, and December 31, 2025, respectively.

Note 11— Debt

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

ABL Credit Facility due 2031 (1)

1 unchanged sentence

Term Loan Credit Agreement due 2030

632,000 633,625

Senior Notes due 2034 500,000 —

Other long-term debt 5,692 6,205

4 unchanged sentences

Long-term debt, net of current maturities $ 738,150 $ 797,940

_________________________________________________________

(1) The ABL Credit Facility due 2031, as defined below, amended and restated the prior ABL Credit Facility in its entirety on May 14, 2026.

Balances and activity prior to the amendment date reflect the prior ABL Credit Facility.

As of June 30, 2026, and December 31, 2025, we had $ 159.9 million and $ 44.5 million in letters of credit outstanding under the ABL Credit Facility due 2031 as defined below, respectively.

As of June 30, 2026, and December 31, 2025, we had no letters of credit outstanding under the Letter of Credit Facility Agreement that Hawaii Renewables entered into with Wells Fargo (the “Renewables LC Facility Agreement”).

We had $ 93.2 million and $ 85.9 million in surety bonds outstanding as of June 30, 2026, and December 31, 2025, respectively.

Under the ABL Credit Facility due 2031 and the 2034 Notes, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions.

ABL Credit Facility due 2031

On May 14, 2026, the prior ABL Credit Facility was amended and restated in its entirety by the Amended and Restated Asset-Based Revolving Credit Agreement (“ABL Credit Facility due 2031”).

The ABL Credit Facility due 2031 provides for, among other things, (i) an extension of the maturity date from April 26, 2028, to May 14, 2031, and (ii) incremental commitments that increase the total revolver commitment under the ABL Credit Facility due 2031 to $ 1.8 billion with a $ 500 million incremental facility, which is subject to additional lender commitments and certain other conditions.

The proceeds of the loans may be used for our and our subsidiaries’ capital expenditures, turnaround expenditures, working capital, and general corporate purposes.

The ABL Credit Facility due 2031 provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sublimits of $ 180 million for swing loans and $ 600 million for letters of credit.

PAR PACIFIC HOLDINGS, INC.

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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.

For the Interim Periods Ended June 30, 2026 and 2025

The interest rates applicable to borrowings under the ABL Credit Facility due 2031 are based on a fluctuating rate of interest measured by reference to either (i) a base rate plus an applicable base rate margin or (ii) a Term Secure Overnight Financing Rate (“SOFR”) rate plus an applicable SOFR margin, as determined by the type of borrowing.

The initial applicable margin for borrowings under the ABL Credit Facility due 2031 is 0.25 % per annum with respect to base rate borrowings, 1.25 % per annum with respect to SOFR borrowings, and 1.00 % per annum with respect to letters of credit;

the applicable margin for such borrowings after June 30, 2026, will be based on our quarterly average excess availability as determined by reference to a borrowing base.

See the applicable margin ranges for each type of borrowing in the table below.

We also pay a de minimis fee for any undrawn amounts available under the ABL Credit Facility due 2031.

The applicable margins for the ABL Credit Facility due 2031 and advances under the ABL Credit Facility due 2031 are as specified below:

Level Arithmetic Mean of Daily Availability (as a percentage of the borrowing base) Term SOFR Loans Base Rate Loans Letters of Credit

1 >50% 1.25 % 0.25 % 1.00 %

2 >30% but ≤ 50%

1.50 % 0.50 % 1.25 %

1.75 % 0.75 % 1.50 %

The ABL Credit Facility due 2031 includes certain customary affirmative and negative covenants, including a minimum financial fixed charge coverage ratio.

In addition, the covenants limit our ability and the ability of our restricted subsidiaries to, among other things:

engage in a consolidation, merger and purchase or sale of assets;

pay dividends;

incur indebtedness;

make advances, investments and loans;

enter into affiliate transactions;

issue equity interests;

or create subsidiaries and unrestricted subsidiaries.

In accordance with ASC Topic 470, “Debt”, we accounted for the ABL Credit Facility due 2031 as a debt modification.

We recognized debt extinguishment costs of $ 0.4 million associated with the unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the three and six months ended June 30, 2026.

Existing unamortized deferred financing/modification costs of $ 4.6 million and additional deferred financing costs of $ 7.9 million related to the 2026 debt modification will be amortized over the remaining term of the ABL Credit Facility due 2031.

As of June 30, 2026, the ABL Credit Facility due 2031 had revolving loans of $ 243.0 million outstanding, a borrowing base of approximately $ 1.6 billion, and $ 1.2 billion of availability.

Senior Notes due 2034

On May 14, 2026, we and U.S Bank Trust Company, National Association, as trustee, entered into an indenture, pursuant to which we issued $ 500.0 million in aggregate principal amount of 7.375 % unsecured senior notes due June 1, 2034 (“2034 Notes”).

We recorded deferred financing costs of $ 9.6 million that will be amortized over the term of the 2034 Notes.

We used the proceeds from the 2034 Notes and cash on hand to repay the aggregate principal balance under and terminate the Term Loan Credit Agreement.

Interest on the 2034 Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026.

At any time prior to June 1, 2029, we may redeem some or all of the 2034 Notes at a redemption price equal to 100 % of the principal amount of the 2034 Notes redeemed, plus the “make whole” premium as of, and accrued and unpaid interest to, but excluding, the redemption date.

We may redeem, at any time prior to June 1, 2029, up to 40 % of the aggregate principal amount of the 2034 Notes at a redemption price equal to 107.375 % of the principal amount of the 2034 Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, with an amount equal to all or a portion of the net cash proceeds of certain equity offerings.

On or after June 1, 2029, we may redeem some or all of the 2034 Notes at the redemption prices (expressed as percentages of principal amount of the 2034 Notes to be redeemed) shown in the table below, plus accrued and unpaid interest to, but excluding, the redemption date.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2026 and 2025

For the year ending December 31, Redemption Price

2029 103.688 %

2030 101.844 %

2031 and thereafter 100.000 %

If we undergo a change of control that is coupled with certain credit ratings-related events, we will be required to offer to repurchase the 2034 Notes from holders at a purchase price in cash equal to 101 % of the principal amount of the 2034 Notes repurchased plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The indenture contains customary provisions relating to the event of default and certain affirmative and negative covenants.

Term Loan Credit Agreement due 2030

On May 14, 2026, and in connection with the issuance of the 2034 Notes, we terminated and repaid all amounts outstanding under the term loan credit agreement (“Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent and the lenders party thereto.

We recognized debt extinguishment costs of $ 11.0 million associated with the unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the three and six months ended June 30, 2026.

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.

As of June 30, 2026, we w ere in compliance with all of our debt instruments.

Note 12— Derivatives

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

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

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

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

At June 30, 2026, our open commodity derivative contracts represented (in thousands of barrels):

Contract Type Purchases Sales Net

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Total 83,609 ( 89,864 ) ( 6,255 )

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:

At June 30, 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 June 30, 2026:

Total open option collars 1,140

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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.

At June 30, 2026, our open environmental credit derivative contracts represented one hundred eighty thousand credits.

PAR PACIFIC HOLDINGS, INC.

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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

For the Interim Periods Ended June 30, 2026 and 2025

Interest Rate Derivatives

We are exposed to interest rate volatility in our ABL Credit Facility due 2031 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 June 30, 2026, and December 31, 2025, and their placement within our condensed consolidated balance sheets.

Balance Sheet Location June 30, 2026 December 31, 2025

Asset (Liability)

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Commodity derivatives Other liabilities 1,886 —

Environmental credit derivatives

Other accrued liabilities ( 2,457 ) —

Citi repurchase obligation derivative

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Obligations under inventory financing agreements 2,046 517

Interest rate derivatives Other long-term assets 254 —

Interest rate derivatives Other liabilities — ( 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.

(1) Does not include cash collateral of $ 4.3 million and $ 7.0 million recorded in Prepaid and other current assets as of June 30, 2026, and December 31, 2025, respectively.

Does not include $ 229.0 million and $ 9.2 million recorded in Prepaid and other current assets as of June 30, 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.

There were no realized derivatives payables recorded in Other accrued liabilities as of June 30, 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,

Three Months Ended June 30, Six Months Ended June 30,

Statement of Operations Location 2026 2025 2026 2025

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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.

As of June 30, 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.

Accordingly, our recorded RFS obligation for the six months ended

PAR PACIFIC HOLDINGS, INC.

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2026 and 2025

For the Interim Periods Ended June 30, 2026 and 2025

June 30, 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.

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

Fair value amounts by hierarchy level as of June 30, 2026, and December 31, 2025, are presented gross in the tables below (in thousands):

June 30, 2026

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

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$ 2,744 $ 568,645 $ — $ 571,389 $ ( 561,455 ) $ 9,934

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

Interest rate derivatives — 254 — 254 — 254

Total $ 2,744 $ 568,899 $ — $ 571,643 $ ( 561,455 ) $ 10,188

Commodity and environmental credit derivatives $ ( 4,662 ) $ ( 590,963 ) $ — $ ( 595,625 ) $ 561,455 $ ( 34,170 )

Citi repurchase obligation derivative

2 unchanged sentences

— 2,046 — 2,046 — 2,046

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

Gross environmental credit obligations (2) (3)

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_________________________________________________________

(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.

(1) Does not include cash collate ral of $ 4.3 million and $ 7.0 million as of June 30, 2026, and December 31, 2025, respectively, included within Prepaid and other current assets on our condensed consolidated balance sheets, respectively.

PAR PACIFIC HOLDINGS, INC.

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2026 and 2025

For the Interim Periods Ended June 30, 2026 and 2025

(2) Does not include RINs assets and other environmental credits of $ 364.9 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 June 30, 2026, and December 31, 2025, respectively.

(3) Does not include environmental liabilities of $ 361.6 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 June 30, 2026, and December 31, 2025, respectively.

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,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Balance, at beginning of period $ ( 18,127 ) $ ( 5,136 ) $ 3,289 $ ( 1,588 )

Settlements — — — —

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

Total gains (losses) included in earnings (1) 24,029 1,458 2,613 ( 2,090 )

Balance, at end of period $ 5,902 $ ( 3,678 ) $ 5,902 $ ( 3,678 )

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(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

The carrying value and fair value of long-term debt and other financial instruments as of June 30, 2026, and December 31, 2025, are as follows (in thousands):

June 30, 2026

Carrying Value Fair Value

2 unchanged sentences

Term Loan Credit Agreement due 2030 (2)

620,669 632,000

Product Financing Agreement (2)

Senior Notes due 2034 (2) 490,506 505,625

Other long-term debt (2)

5 unchanged sentences

621,665 633,625

Product Financing Agreement (2)

Senior Notes due 2034 (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.

(1) The fair value measurements of the ABL Credit Facility due 2031 are considered Level 3 measurements in the fair value hierarchy.

The ABL Credit Facility due 2031 amended and restated the prior ABL Credit Facility in its entirety on May 14, 2026.

Balances and activity prior to the amendment date reflect the prior ABL Credit Facility

(2) The fair value measurements of the Term Loan Credit Agreement, Senior Notes due 2034 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, Senior Notes due 2034 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 due 2031, Renewables LC Facility and Product Financing Agreement were determined to approximate fair value as of June 30, 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.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2026 and 2025

Note 14— Leases

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There are no material residual value guarantees associated with any of our leases.

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

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 June 30, 2026, and December 31, 2025, and their placement within our condensed consolidated balance sheets:

Lease type Balance Sheet Location June 30, 2026 December 31, 2025

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

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Lease cost (income) type 2026 2025 2026 2025

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2026 and 2025

For the Interim Periods Ended June 30, 2026 and 2025

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

Three Months Ended March 31,

Six Months Ended June 30,

Lease type 2026 2025

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ROU assets terminated in exchange for release from operating lease liabilities 4,267 23

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

The table below includes the estimated future undiscounted cash flows for finance and operating leases as of June 30, 2026 (in thousands):

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

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_________________________________________________________

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

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

Additionally, we have $ 1.4 million future undiscounted cash flows for operating leases and no future undiscounted cash flows for finance leases that have not yet commenced.

17 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2026 and 2025

For the Interim Periods Ended June 30, 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.

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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.

Department of Justice, and other state governmental authorities concerning alleged violations of the federal Clean Air Act (“CAA”) 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.

We are unable to predict the cost to resolve these alleged violations, but resolution will likely involve financial penalties or impose capital expenditure requirements that could be material.

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Investigative work by Hermes Consolidated LLC and its wholly owned subsidiary Wyoming Pipeline Company (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts.

As of 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.

As of June 30, 2026, we accrued $ 15.8 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder 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, including remediation of soil in the impoundments to increase capacity and bring them to a usable state.

Current information we have received suggests costs to complete these projects could be material.

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.

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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

As of June 30, 2026, the EPA has not made a determination with respect to small refinery exemptions for the 2025 compliance year.

Accordingly, our recorded RFS obligation for the three and six months ended June 30, 2026, reflects 100 % of the RFS obligation for the respective period with no assumption of SRE relief.

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

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2026 and 2025

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

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

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

For the Interim Periods Ended June 30, 2026 and 2025

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.

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

We expect to incur these costs over a 17 to 27 year period.

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

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

During the three and six months ended June 30, 2026, 5 thousand and 742 thousand shares were repurchased under this share repurchase program for $ 0.2 million and $ 28.3 million, respectively.

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.

During the three and six months ended June 30, 2025, 1.6 million and 5.2 million shares were repurchased under the prior share repurchase program for $ 28.2 million and $ 79.4 million, respectively.

As of June 30, 2026, there was $ 250.0 million of authorization remaining under the current share repurchase program.

Incentive Plans

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Restricted Stock Awards $ 2,874 $ 3,170 $ 5,580 $ 5,668

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Stock Option Awards 327 358 667 728

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.

During the three and six months ended June 30, 2026, we granted 4 thousand and 295 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 0.2 million and $ 12.7 million, respectively.

As of June 30, 2026, there were approximately $ 19.0 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.5 years.

During the three and six months ended June 30, 2026, we granted no stock option awards.

As of June 30, 2026, there were approximately $ 3.7 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.8 years.

During the six months ended June 30, 2026, we granted 98 thousand performance restricted stock units to executive officers;

no grants were made for the three months ended June 30, 2026.

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 June 30, 2026, there were approximately $ 6.0 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.2 years.

During the six months ended June 30, 2026, we paid $ 18.2 million related to the exercises of stock options.

During the three months ended June 30, 2026, there were no payments related to stock option exercises.

There were no payments made related to the exercise of stock options during the three and six months ended June 30, 2025.

PAR PACIFIC HOLDINGS, INC.

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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

For the Interim Periods Ended June 30, 2026 and 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,

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

Net loss attributable to noncontrolling interest

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

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income $ 462,941 $ 59,460 $ 509,092 $ 29,060

Net income (loss) attributable to noncontrolling interest

810 — ( 7,489 ) —

Net income attributable to Par Pacific stockholders $ 462,131 $ 59,460 $ 516,581 $ 29,060

Numerator for diluted income attributable to Par Pacific stockholders per common share $ 462,131 $ 59,460 $ 516,581 $ 29,060

Basic weighted-average common stock shares outstanding 48,509 50,373 48,460 52,052

dilutive effects of common stock equivalents

935 463 1,084 338

Diluted weighted-average common stock shares outstanding 49,444 50,836 49,544 52,390

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:

Basic income attributable to Par Pacific stockholders per common share $ 9.53 $ 1.18 $ 10.66 $ 0.56

Diluted income attributable to Par Pacific stockholders per common share $ 9.35 $ 1.17 $ 10.43 $ 0.55

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

Shares of unvested restricted stock 4 326 87 521

Shares of stock options — 666 175 927

______________________________________________________

(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.

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

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.

5 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended March 31, 2026 and 2025

For the Interim Periods Ended June 30, 2026 and 2025

Note 19— Segment Information

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

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

Three Months Ended June 30, 2026 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

$ 2,849,966 $ — $ 153,696 $ ( 96,691 ) $ 2,906,971

20 unchanged sentences

Other loss, net ( 171 )

Equity earnings from Laramie Energy, LLC 9,179

Equity losses from Laramie Energy, LLC ( 1,666 )

Income before income taxes 606,987

1 unchanged sentence

Net income $ 462,941

Net loss attributable to noncontrolling interest ( 8,299 )

Net income attributable to noncontrolling interest 810

Net income attributable to Par Pacific stockholders $ 462,131

3 unchanged sentences

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

For the Interim Periods Ended June 30, 2026 and 2025

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

Fuel revenue $ 1,799,653 $ — $ 118,687 $ ( 83,514 ) $ 1,834,826

11 unchanged sentences

Par West redevelopment and other costs — — — 4,690 4,690

Other operating loss, net — — 1 — 1

Other operating loss (gain), net 191 ( 1,417 ) — — ( 1,226 )

Operating income (loss) $ 81,320 $ 23,741 $ 20,793 $ ( 29,094 ) $ 96,760

3 unchanged sentences

Equity earnings from Laramie Energy, LLC 1,856

Loss before income taxes 76,347

Income tax expense ( 16,887 )

Net income $ 59,460

Net income attributable to noncontrolling interest —

Net income attributable to Par Pacific stockholders $ 59,460

Capital expenditures $ 39,221 $ 6,981 $ 1,469 455 $ 48,126

________________________________________________________

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 197.3 million and $ 152.8 million for the three months ended June 30, 2026 and 2025, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2026 and 2025

Six Months Ended June 30, 2026 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Fuel revenue $ 4,590,834 $ — $ 262,305 $ ( 182,821 ) $ 4,670,318

Other revenue 86,775 156,430 52,328 ( 173,232 ) 122,301

Total revenues

4,677,609 156,430 314,633 ( 356,053 ) 4,792,619

Cost of revenues (excluding depreciation)

Refining intercompany logistics costs 147,786 — — ( 147,786 ) —

Other cost of revenues (excluding depreciation) 3,554,429 91,314 237,767 ( 208,817 ) 3,674,693

Total cost of revenues (excluding depreciation) 3,702,215 91,314 237,767 ( 356,603 ) 3,674,693

Operating expense (excluding depreciation)

244,372 11,154 44,114 — 299,640

Depreciation and amortization 52,073 11,942 5,194 1,705 70,914

General and administrative expense (excluding depreciation) — — — 52,922 52,922

Equity earnings from refining and logistics investments ( 8,153 ) ( 5,144 ) — — ( 13,297 )

Acquisition and integration costs — — — 64 64

Par West redevelopment and other costs — — — 6,661 6,661

Other operating loss, net 870 125 — 152 1,147

Operating income (loss) $ 686,232 $ 47,039 $ 27,558 $ ( 60,954 ) $ 699,875

Interest expense and financing costs, net ( 30,202 )

Debt extinguishment and commitment costs ( 11,523 )

Other expense, net ( 185 )

Equity earnings from Laramie Energy, LLC 7,513

Income before income taxes 665,478

Income tax benefit 6,894

Net loss $ ( 30,400 )

Income tax expense ( 156,386 )

Net income $ 509,092

Net loss attributable to noncontrolling interest ( 7,489 )

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

Net income attributable to Par Pacific stockholders $ 516,581

Capital expenditures $ 60,870 $ 11,324 $ 7,979 $ 2,608 $ 82,781

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2026 and 2025

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

Fuel revenue $ 3,405,188 $ — $ 230,308 $ ( 164,332 ) $ 3,471,164

Other revenue 107,450 144,420 52,809 ( 137,369 ) 167,310

Total revenues 3,512,638 144,420 283,117 $ ( 301,701 ) 3,638,474

Cost of revenues (excluding depreciation)

Refining intercompany logistics costs 137,393 — — ( 137,393 ) —

Other cost of revenues (excluding depreciation) 3,035,704 81,733 199,735 ( 164,333 ) 3,152,839

Total cost of revenues (excluding depreciation) 3,173,097 81,733 199,735 ( 301,726 ) 3,152,839

Operating expense (excluding depreciation) 242,217 9,162 41,455 — 292,834

Depreciation and amortization 51,316 13,349 5,172 1,461 71,298

General and administrative expense (excluding depreciation) — — — 47,891 47,891

Equity earnings from refining and logistics investments ( 10,782 ) ( 4,037 ) — — ( 14,819 )

Acquisition and integration costs — — — — —

Par West redevelopment and other costs — — — 8,672 8,672

Other operating loss (gain), net 191 ( 1,417 ) 1 — ( 1,225 )

Operating income (loss) $ 56,599 $ 45,630 $ 36,754 $ ( 57,999 ) $ 80,984

Interest expense and financing costs, net ( 43,954 )

Debt extinguishment and commitment costs ( 25 )

Other expense, net ( 534 )

Equity earnings from Laramie Energy, LLC 2,582

Income before income taxes 39,053

Income tax expense ( 9,993 )

Net income $ 29,060

Net income attributable to noncontrolling interest —

Net income attributable to Par Pacific stockholders $ 29,060

Capital expenditures $ 73,195 $ 10,802 $ 3,927 $ 1,135 $ 89,059

________________________________________________________

(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.

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 356.1 million and $ 301.7 million for the six months ended June 30, 2026 and 2025, respectively.

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

What changed 10-Q

Item 1. Financial Statements