What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-05-06 · 422 added, 220 removed, 500 unchanged (56% of the section changed)

6 unchanged sentences

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.

The 66 days of idle time in 2025 impacted comparability between the six months ended June 30, 2026, and June 30, 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.

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.

Geopolitical tensions in the Middle East and Red Sea region continue in 2026, putting upward pressure on prices during the first half of 2026.

The Strait of Hormuz effectively closed in early March 2026, which has disrupted global trade patterns and increased crude oil price volatility worldwide.

Crude oil prices increased during the three and six months ended June 30, 2026, compared to the six months ended June 30, 2025.

Brent crude oil prices spiked late in the first quarter and remained elevated through the first half of 2026, reflecting constrained supply and averaging $96.68 and $87.58 per barrel for the three and six months ended June 30, 2026, respectively, compared to $66.71 and $70.82 per barrel during the three and six months ended June 30, 2025, respectively.

retail gasoline prices increased to $3.80 per gallon in the first half of 2026, compared to $3.25 per gallon in the first half of 2025.

On July 5, 2026, OPEC agreed to increase output by 188,000 barrels per day beginning in August 2026.

The overall energy price index increased 15.7% and the total consumer price index increased 3.5% year over year as of June 30, 2026.

Please read our Item 1A.

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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.

The labor contracts with our United Steelworkers represented employees for our Hawaii and Tacoma refineries were signed on June 30, 2026, and June 9, 2026, respectively, and expire on January 31, 2030.

Additionally, on May 4, 2026, our Rocky Mountain Union was deemed defunct, and the formerly represented employees are no longer represented by a collective bargaining agreement.

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.

Three months ended June 30, 2026 compared to the three months ended June 30, 2025

Net Income Attributable to Par Pacific Stockholders.

Our financial results for the second quarter of 2026 improved from a net income attributable to Par Pacific stockholders of $59.5 million for the three months ended June 30, 2025, to $462.1 million for the three months ended June 30, 2026.

The $402.6 million increase was primarily driven by a $548.6 million increase in our refining segment operating income and a $7.8 million decrease in Interest expense and financing costs, net, partially offset by a $127.1 million increase in income tax expense, an $11.5 million increase in debt extinguishment and commitment costs and a $6.2 million decrease in our retail segment operating income.

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).

For the three months ended June 30, 2026, Adjusted EBITDA was $571.3 million compared to $137.8 million for the three months ended June 30, 2025.

The $433.5 million increase was primarily due to a $448.6 million increase in refining segment Adjusted Gross Margin, partially offset by a $9.0 million increase in operating expenses, excluding severance, and a $2.9 million decrease in our retail segment Adjusted Gross Margin.

For the three months ended June 30, 2026, Adjusted Net Income attributable to Par Pacific stockholders was $499.2 million compared to $78.3 million for the three months ended June 30, 2025.

The $420.9 million increase was primarily

related to the factors described above for the increase in Adjusted EBITDA and a $6.6 million decrease in Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain), partially offset by a $20.3 million increase in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items.

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,

Six months ended June 30, 2026 compared to the six months ended June 30, 2025

Net Income Attributable to Par Pacific Stockholders.

Our financial results improved from net income attributable to Par Pacific stockholders of $29.1 million for the six months ended June 30, 2025, to $516.6 million for the six months ended June 30, 2026.

The $487.5 million increase was driven by a $629.6 million increase in refining segment operating income and a $13.8 million decrease in Interest expense and financing costs, net, partially offset by a $146.4 million increase in income tax expense and an $11.5 million increase in debt extinguishment and commitment costs.

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 six months ended June 30, 2026, Adjusted EBITDA was $662.8 million compared to $148.0 million for the six months ended June 30, 2025.

The $514.8 million increase was primarily due to a $529.4 million increase in our refining segment Adjusted Gross Margin, partially offset by a $7.1 million increase in operating expenses, excluding severance, and a $6.5 million decrease in our retail segment Adjusted Gross Margin.

Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information.

For the six months ended June 30, 2026, Adjusted Net Income attributable to Par Pacific stockholders was $537.7 million compared to $28.0 million for the six months ended June 30, 2025.

The $509.7 million increase was primarily related to the same factors described above for the increase in Adjusted EBITDA and a $12.4 million decrease in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains), partially offset by a $22.0 million increase in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items.

The following tables summarize our consolidated results of operations for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025 (in thousands).

Three Months Ended June 30,

2026 2025 $ Change % Change

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Par West redevelopment and other costs 3,676 4,690 (1,014) (22)%

Other operating loss, net 851 1 850 85,000%

Other operating loss (gain), net 296 (1,226) 1,522 124%

Total operating expenses 2,334,316 1,796,678

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

Operating income 634,553 96,760

Other income (expense)

Interest expense and financing costs, net (14,268) (22,106) 7,838 (35)%

Debt extinguishment and commitment costs (11,461) — (11,461) NM (1)

Other expense, net (171) (163) (8) 5%

Equity earnings (losses) from Laramie Energy, LLC (1,666) 1,856 (3,522) (190)%

Total other expense, net (27,566) (20,413)

Income before income taxes 606,987 76,347

Income tax expense (144,046) (16,887) (127,159) 753%

Net income 462,941 59,460

Net income attributable to noncontrolling interest 810 — 810 NM (1)

Net income attributable to Par Pacific stockholders $ 462,131 $ 59,460

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(1) NM - Not meaningful

Six Months Ended June 30,

2026 2025 $ Change % Change

Revenues $ 4,792,619 $ 3,638,474 $ 1,154,145 32%

Cost of revenues (excluding depreciation) 3,674,693 3,152,839 521,854 17%

Operating expense (excluding depreciation) 299,640 292,834 6,806 2%

Depreciation and amortization 70,914 71,298 (384) (1)%

General and administrative expense (excluding depreciation) 52,922 47,891 5,031 11%

Equity earnings from refining and logistics investments (13,297) (14,819) 1,522 10%

Acquisition and integration costs 64 — 64 NM (1)

Par West redevelopment and other costs 6,661 8,672 (2,011) (23)%

Other operating loss (gain), net 1,147 (1,225) 2,372 194%

Total operating expenses 4,092,744 3,557,490

Operating income 699,875 80,984

Other income (expense)

Interest expense and financing costs, net (30,202) (43,954) 13,752 (31)%

Debt extinguishment and commitment costs (11,523) (25) (11,498) 45,992%

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Total other expense, net (34,397) (41,931)

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)

Income before income taxes 665,478 39,053

Income tax expense (156,386) (9,993) (146,393) 1,465%

Net income 509,092 29,060

Net loss attributable to noncontrolling interest (7,489) — (7,489) NM (1)

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

Net income attributable to Par Pacific stockholders $ 516,581 $ 29,060

________________________________________________________

(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

The following tables summarize our operating income (loss) by segment for the three and six months ended June 30, 2026 and 2025 (in thousands).

Three Months Ended June 30, 2026 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total

Revenues $ 2,905,082 $ 79,584 $ 181,525 $ (197,322) $ 2,968,869

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Operating income (loss) $ 629,916 $ 22,519 $ 14,553 $ (32,435) $ 634,553

Three Months Ended March 31, 2025 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total

Three Months Ended June 30, 2025 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total

Revenues $ 1,826,509 $ 73,005 $ 146,685 $ (152,761) $ 1,893,438

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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

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(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.

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,

(2) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $197.3 million and $152.8 million for the three months ended June 30, 2026 and 2025, respectively.

Six Months Ended June 30, 2026 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total

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

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

Six Months Ended June 30, 2025 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total

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

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

________________________________________________________

(1) Our logistics operations consist primarily of intercompany transactions which eliminate on a consolidated basis.

(2) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $356.1 million and $301.7 million for the six months ended June 30, 2026 and 2025, respectively.

Below is a summary of key operating statistics for the refining segment for the three and six months ended June 30, 2026 and 2025:

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

2026 2025 2026 2025

Total Refining Segment

Feedstocks Throughput (Mbpd)

181.4 186.6 182.7 181.4

Refined product sales volume (Mbpd)

201.3 204.5 195.1 194.6

Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 41.22 $ 13.65 $ 26.17 $ 10.24

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Feedstocks Throughput (Mbpd)

52.7 44.2 54.8 48.0

Yield (% of total throughput)

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Refined product sales volume (Mbpd)

Three Months Ended March 31,

56.2 55.6 53.5 51.5

Adjusted Gross Margin per bbl ($/throughput bbl) (1)

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D&A per bbl ($/throughput bbl) 2.66 2.83 2.61 2.56

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

2026 2025 2026 2025

Washington Refinery

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D&A per bbl ($/throughput bbl) 3.27 3.64 3.16 6.37

Three Months Ended March 31,

Market Indices (average $ per barrel)

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Combined Index 32.94 13.76 26.11 10.59

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

2026 2025 2026 2025

Market Cracks (average $ per barrel)

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Washington 3.1.1.1 Product Crack

33.75 24.16 25.20 18.12

Wyoming 2.1.1 Product Crack

36.77 22.68 29.54 22.21

Crude Oil Prices (average $ per barrel)

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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,

Total Refining Segment Adjusted Gross Margin per barrel is presented net of intercompany profit in inventory of ($0.11) per barrel and $0.29 per barrel for the three months ended June 30, 2026 and 2025, respectively, and $0.20 per barrel and $0.19 per barrel for the six months ended June 30, 2026 and 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 and six months ended June 30, 2026 and 2025:

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

2026 2025 2026 2025

Retail Segment

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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

our operating performance.

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 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.

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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.

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.

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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

Three months ended June 30, 2026 Refining Logistics Retail

Operating Income $ 629,916 $ 22,519 $ 14,553

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Environmental obligation mark-to-market adjustments (41,243) — —

Unrealized loss on derivatives 76,911 — —

Unrealized gain on derivatives (28,290) — —

Par's portion of accounting policy differences from refining and logistics investments (183) — —

1 unchanged sentence

Adjusted Gross Margin (1) $ 680,428 $ 35,093 $ 40,720

Three months ended March 31, 2025 Refining Logistics Retail

Operating Income (Loss) $ (24,721) $ 21,889 $ 15,961

Three months ended June 30, 2025 Refining Logistics Retail

Operating Income $ 81,320 $ 23,741 $ 20,793

Operating expense (excluding depreciation) 123,597 4,797 20,286

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Par's portion of accounting policy differences from refining and logistics investments (526) — —

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

Adjusted Gross Margin (1) $ 231,780 $ 34,402 $ 43,589

Six months ended June 30, 2026 Refining Logistics Retail

Operating Income $ 686,232 $ 47,039 $ 27,558

Operating expense (excluding depreciation) 244,372 11,154 44,114

Depreciation, depletion, and amortization 52,073 11,942 5,194

Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,611 2,252 —

Inventory valuation adjustment (96,930) — —

Environmental obligation mark-to-market adjustments (70,751) — —

Unrealized loss on derivatives 48,621 — —

Par's portion of accounting policy differences from refining and logistics investments (595) — —

Other operating loss, net 870 125 —

Adjusted Gross Margin (1) $ 865,503 $ 72,512 $ 76,866

Six months ended June 30, 2025 Refining Logistics Retail

Operating Income $ 56,599 $ 45,630 $ 36,754

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

Depreciation, depletion, and amortization 51,316 13,349 5,172

Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,356 1,717 —

Inventory valuation adjustment 16,843 — —

Environmental obligation mark-to-market adjustments 6,314 — —

Unrealized gain on derivatives (38,257) — —

Par's portion of accounting policy differences from refining and logistics investments (1,471) — —

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

Adjusted Gross Margin (1) $ 336,108 $ 68,441 $ 83,382

____________________________________________________________________________

(1) For the three months ended March 31, 2026 and 2025, there was no impairment expense in Operating income (loss).

(1) For the three and six months ended June 30, 2026 and 2025, there was no impairment expense in Operating income.

Adjusted Net Income (Loss) Attributable to Par Pacific Stockholders and Adjusted EBITDA

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• 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,

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

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 attributable to Par Pacific stockholders, on a historical basis for the periods indicated (in thousands):

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

2026 2025 2026 2025

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

Inventory valuation adjustment (35,704) 28,530 (96,930) 16,843

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Severance costs and other non-operating expense (2) 13 552 66 1,278

Equity earnings from Laramie Energy, LLC, excluding cash distributions (9,179) (726)

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

Par's portion of accounting policy differences from refining and logistics investments (183) (526) (595) (1,471)

Other operating loss, net 851 1

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

Noncontrolling interest impact of non-GAAP adjustments 3,630 — (3,475) —

Adjusted Net Income (Loss) attributable to Par Pacific stockholders (3) 38,542 (50,321)

Adjusted Net Income attributable to Par Pacific stockholders (3) 499,191 78,291 537,733 27,970

Adjusted Net Loss attributable to noncontrolling interests (4) (2,820) — (4,014) —

5 unchanged sentences

________________________________________

(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.

(1) For the three and six months ended June 30, 2026, we recognized a non-cash deferred tax expense of $122.3 million and $133.0 million, respectively, driven by an increase in our 2026 taxable income.

For the three and six months ended June 30, 2025, we recognized a non-cash deferred tax expense of $15.5 million and $8.6 million, respectively, related to deferred state and federal tax liabilities.

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.

(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.

(2) For the six months ended June 30, 2025, we incurred $0.3 million of stock-based compensation expenses associated with equity awards modifications.

(3) For the three and six months ended June 30, 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.

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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

Three Months Ended June 30, 2026 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 629,916 $ 22,519 $ 14,553 $ (32,435)

2 unchanged sentences

Environmental obligation mark-to-market adjustments (41,243) — — —

Unrealized loss on commodity derivatives 76,911 — — —

Unrealized gain on commodity derivatives (28,290) — — —

Acquisition and integration costs — — — —

6 unchanged sentences

Adjusted EBITDA (1) $ 551,976 $ 29,844 $ 17,312 $ (27,877)

Three Months Ended March 31, 2025 Refining Logistics Retail Corporate and Other

Three Months Ended June 30, 2025 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 81,320 $ 23,741 $ 20,793 $ (29,094)

6 unchanged sentences

Par's portion of accounting policy differences from refining and logistics investments (526) — — —

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

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,204 751 — —

Other loss, net — — — (163)

Adjusted EBITDA (1) $ 108,384 $ 29,798 $ 23,347 $ (23,700)

Six months ended June 30, 2026 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 686,232 $ 47,039 $ 27,558 $ (60,954)

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

Inventory valuation adjustment (96,930) — — —

Environmental obligation mark-to-market adjustments (70,751) — — —

Unrealized loss on derivatives 48,621 — — —

Acquisition and integration costs — — — 64

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

Severance costs and other non-operating expense — 13 53 —

Par's portion of accounting policy differences from refining and logistics investments (595) — — —

Other operating loss, net 870 125 — 152

2 unchanged sentences

Adjusted EBITDA (1) $ 621,131 $ 61,371 $ 32,805 $ (52,557)

Six months ended June 30, 2025 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 56,599 $ 45,630 $ 36,754 $ (57,999)

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

Inventory valuation adjustment 16,843 — — —

Environmental obligation mark-to-market adjustments 6,314 — — —

Unrealized gain on derivatives (38,257) — — —

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

Severance costs and other non-operating expense 201 193 44 840

Par's portion of accounting policy differences from refining and logistics investments (1,471) — — —

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

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,356 1,717 — —

Other loss, net — — — (534)

Adjusted EBITDA (1) $ 94,092 $ 59,472 $ 41,971 $ (47,560)

________________________________________

(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.

(1) For the three and six months ended June 30, 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.

Factors Impacting Segment Results

Operating Income

Three months ended March 31, 2026 compared to the three months ended March 31, 2025

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.

Three months ended June 30, 2026 compared to the three months ended June 30, 2025

Operating income for our refining segment was $629.9 million for the three months ended June 30, 2026, an increase of $548.6 million compared to $81.3 million for the three months ended June 30, 2025.

Please read the Adjusted Gross Margin discussion below for additional information.

The increase in operating income was primarily driven by an increase of $557.1 million primarily related to higher crack spreads and a favorable FIFO benefit of $186.7 million, partially offset by unfavorable purchased product and feedstock differentials of $186.9 million in Hawaii and Washington.

Operating income for our logistics segment was $22.5 million for the three months ended June 30, 2026, a decrease of $1.2 million compared to $23.7 million for the three months ended June 30, 2025.

The decrease was primarily due

to higher transportation costs and a $1.2 million gain related to the sale of property in Hawaii in 2025 with no corresponding gain in the same period in 2026, partially offset by an increase in earnings from our logistics equity investment of $0.9 million.

Operating income for our retail segment was $14.6 million for the three months ended June 30, 2026, a decrease of $6.2 million compared to $20.8 million for the three months ended June 30, 2025.

The decrease was primarily due to a $3.1 million decrease driven by lower fuel margins and an increase in operating expenses of $3.1 million driven by increases in employee costs, credit card processing fees, outside services costs, repairs and maintenance expenses, and other operating costs.

Six months ended June 30, 2026 compared to the six months ended June 30, 2025

Operating income for our refining segment was $686.2 million for the six months ended June 30, 2026, an improvement of $629.6 million compared to $56.6 million for the six months ended June 30, 2025.

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

• an increase of $650.8 million reflecting higher crack spreads across all our refineries, and

• a favorable change in feedstock differentials at our Hawaii refinery of $234.0 million,

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.

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.

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.

• a decrease of $163.7 million due to unfavorable derivative impacts, and

• unfavorable impacts of $92.0 million related to our Inventory Intermediation Agreement step-out obligation.

Operating income for our logistics segment was $47.0 million for the six months ended June 30, 2026, an increase of $1.4 million compared to $45.6 million for the six months ended June 30, 2025.

The increase was primarily due to an increase of $8.3 million related to higher throughput across our logistics assets, partially offset by increased employee and repair and maintenance costs of $5.8 million and the absence of a $1.2 million gain related to the sale of property in Hawaii in the first six months of 2025.

Our Wyoming refinery was idle for 66 days in the first six months of 2025 as a result of an operational incident.

Operating income for our retail segment was $27.6 million for the six months ended June 30, 2026, a decrease of $9.2 million compared to $36.8 million for the six months ended June 30, 2025.

The decrease in operating income was primarily due to a $5.9 million decrease in fuel margins, an increase in operating expenses, excluding D&A of $2.6 million driven by increased employee and other operating costs and a 2% decrease in sales volumes .

Adjusted Gross Margin

Three months ended March 31, 2026 compared to the three months ended March 31, 2025

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.

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.

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.

Three months ended June 30, 2026 compared to the three months ended June 30, 2025

For the three months ended June 30, 2026, our refining Adjusted Gross Margin was $680.4 million, an increase of $448.6 million compared to $231.8 million for the three months ended June 30, 2025.

The increase was primarily driven by an increase of $566.1 million related to higher crack spreads partially offset by a $94.2 million decrease due to unfavorable feedstock differentials.

Our combined index improved $19.18 per barrel, or 139%, in the second quarter of 2026 compared to the comparable period in 2025.

For the three months ended June 30, 2026, our logistics Adjusted Gross Margin was $35.1 million, which was relatively consistent with $34.4 million for the three months ended June 30, 2025.

For the three months ended June 30, 2026, our retail Adjusted Gross Margin was $40.7 million, a decrease of $2.9 million compared to $43.6 million for the three months ended June 30, 2025.

The decrease was primarily due to a decrease in fuel margins, which reduced Adjusted Gross Margin by $3.1 million.

Six months ended June 30, 2026 compared to the six months ended June 30, 2025

For the six months ended June 30, 2026, our refining Adjusted Gross Margin was $865.5 million, an increase of $529.4 million compared to $336.1 million for the six months ended June 30, 2025.

The increase was primarily driven by an increase of $666.2 million related to higher crack spreads, partially offset by $76.9 million related to unfavorable impacts from realized derivatives and a $68.2 million increase in environmental costs.

For the six months ended June 30, 2026, our logistics Adjusted Gross Margin was $72.5 million, an increase of $4.1 million compared to $68.4 million for the six months ended June 30, 2025.

The increase was primarily due to higher

throughput across our logistics assets and an increase in equity earnings from our logistics investments, excluding our share of interest, taxes, and D&A of $2.3 million, partially offset by increased employee and repair and maintenance costs.

For the six months ended June 30, 2026, our retail Adjusted Gross Margin was $76.9 million, a decrease of $6.5 million compared to $83.4 million for the six months ended June 30, 2025.

The decrease was primarily due to a $5.9 million decrease in fuel margins and a $1.5 million decrease due to lower sales volumes, partially offset by a $0.6 million increase in merchandise margins.

Discussion of Consolidated Results

Three months ended March 31, 2026 compared to the three months ended March 31, 2025

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.

Three months ended June 30, 2026 compared to the three months ended June 30, 2025

For the three months ended June 30, 2026, revenues were $3.0 billion, a $1.1 billion increase compared to $1.9 billion for the three months ended June 30, 2025.

The increase was primarily driven by higher refining revenue related to higher crude oil prices and higher average product crack spreads.

Average Brent crude oil prices increased 45% and average WTI crude oil prices increased 46% 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.

The Combined Index increased 139% compared to the second quarter of 2025.

Revenues at our retail segment increased $34.8 million primarily due to a 30% increase in prices.

Please read our key operating statistics for further information.

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.

For the three months ended June 30, 2026, cost of revenues (excluding depreciation) was $2.1 billion, an increase of $0.5 billion compared to $1.6 billion for the three months ended June 30, 2025.

The increase was primarily due to higher crude oil prices as discussed above, partially offset by favorable feedstock costs.

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.

For the three months ended June 30, 2026, operating expense (excluding depreciation) was $157.1 million, an increase of $8.4 million compared to $148.7 million for the three months ended June 30, 2025.

The increase was primarily due to increased employee costs, utilities expense, outside services costs, and rent expense.

These were partially offset by $8 million lower other operating costs driven by repair and maintenance work done at our Montana refinery in 2025 with no similar work in 2026.

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.

For the three months ended June 30, 2026, D&A was $36.5 million, an increase of $1.8 million compared to $34.7 million for the three months ended June 30, 2025.

The increase was primarily driven by additional D&A related to our new renewables fuels manufacturing facility.

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.

For the three months ended June 30, 2026, general and administrative expense (excluding depreciation) was $28.0 million, an increase of $4.4 million compared to $23.6 million for the three months ended June 30, 2025.

The increase was primarily due to a $4.6 million increase in employee costs.

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.

During the three months ended June 30, 2026, Equity earnings from refining and logistics investments were $7.5 million, relatively consistent with $7.3 million for the three months ended June 30, 2025.

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.

For the three months ended June 30, 2026, Par West redevelopment and other costs were $3.7 million, a decrease of $1.0 million compared to $4.7 million for the three months ended June 30, 2025, primarily due to a decrease in redevelopment activities.

Other Operating Loss (Gain), Net.

For the three months ended June 30, 2026, there was a $0.3 million other operating loss, net, related to the disposal of equipment.

For the three months ended June 30, 2025, the other operating gain, net, of $1.2 million was primarily related to the sale of property in Hawaii.

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.

For the three months ended June 30, 2026, our interest expense and financing costs were $14.3 million, a decrease of $7.8 million compared to $22.1 million for the three months ended June 30, 2025, primarily due to a decrease in interest expense related to lower Term Loan Credit Agreement interest rates, lower outstanding balances under our ABL Credit Facility and a decrease in costs associated with our interest rate derivatives, partially offset by an increase in interest expense related to our new 7.375% unsecured senior notes due June 1, 2034 (“2034 Notes”).

In December 2025, we amended our Term Loan Credit Agreement to, among other things, reduce our interest rate by 50 basis points.

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

Debt Extinguishment and Commitment Costs.

For the three months ended June 30, 2026, we incurred $11.5 million of debt extinguishment and commitment costs related to the termination of our Term Loan Credit Agreement and our ABL amendment.

For the three months ended June 30, 2025 we incurred no debt extinguishment and commitment costs.

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

Equity earnings (losses) from Laramie Energy, LLC.

For the three months ended June 30, 2026, Equity losses from Laramie Energy, LLC were $1.7 million compared to equity earnings of $1.9 million for the three months ended June 30, 2025.

The decrease was primarily due to a $3.3 million decrease in our proportionate share of Laramie Energy’s earnings.

Please read “Note 4—Investment in Laramie Energy” for further discussion.

Income Taxes.

For the three months ended June 30, 2026, our income tax expense was $144.0 million, an increase of $127.1 million compared to $16.9 million for the three months ended June 30, 2025, primarily related to our higher 2026 pre-tax net income.

Please read “Note 18—Income Taxes” for further discussion.

Net Income Attributable to Noncontrolling Interests .

For the three months ended June 30, 2026, income attributable to noncontrolling interests was $0.8 million related to our Hawaii Renewables joint venture.

For the three months ended June 30, 2025, there was no income or loss attributable to noncontrolling interests.

Please read “Note 5—Joint Venture” for further discussion.

Six months ended June 30, 2026 compared to the six months ended June 30, 2025

For the six months ended June 30, 2026, revenues were $4.8 billion, a $1.2 billion increase compared to $3.6 billion for the six months ended June 30, 2025.

The increase was primarily driven by higher average product crack spreads and higher crude oil prices.

Average Brent crude oil prices increased 24% and average WTI crude oil prices increased 23% as compared to the prior period.

The Combined Index increased 147% as compared to the prior period.

Revenues at our retail segment increased $31.5 million, primarily due to a 17% increase in fuel prices, partially offset by a 2% decline in fuel sales volumes.

Please read our key operating statistics for further information.

Cost of Revenues (Excluding Depreciation).

For the six months ended June 30, 2026, cost of revenues (excluding depreciation) was $3.7 billion, an $0.5 billion increase compared to $3.2 billion for the six months ended June 30, 2025, primarily driven by higher crude oil prices and unfavorable derivative impacts, partially offset by favorable feedstock costs.

Operating Expense (Excluding Depreciation).

For the six months ended June 30, 2026, operating expense (excluding depreciation) was $299.6 million, an increase relatively consistent with $292.8 million for the six months ended June 30, 2025.

Depreciation and Amortization .

For the six months ended June 30, 2026, D&A was $70.9 million, relatively consistent with $71.3 million for the six months ended June 30, 2025.

General and Administrative Expense (Excluding Depreciation).

For the six months ended June 30, 2026, general and administrative expense (excluding depreciation) was $52.9 million, an increase of $5.0 million compared to $47.9 million for the six months ended June 30, 2025.

The increase was primarily due to increases in employee costs.

Equity Earnings From Refining and Logistics Investments.

For the six months ended June 30, 2026, equity earnings from refining and logistics investments were $13.3 million, a decrease of $1.5 million compared to $14.8 million for the six months ended June 30, 2025.

The decrease was primarily due to a $2.6 million decrease in our proportionate share of YELP’s net income.

Please read “Note 3—Refining and Logistics Equity Investments” for additional information.

Par West Redevelopment and Other Costs.

For the six months ended June 30, 2026, Par West redevelopment and other costs were $6.7 million, a decrease of $2.0 million compared to $8.7 million for the six months ended June 30, 2025.

The decrease was primarily due to a decrease in redevelopment activities.

Other Operating Loss (Gain), Net.

For the six months ended June 30, 2026, there was a $1.1 million loss on sale of assets, net, primarily due to the loss on disposal of property and equipment in 2026.

For the six months ended June 30, 2025, there was a $1.2 million gain on sale of assets, which resulted primarily from the sale of property in Hawaii.

Interest Expense and Financing Costs, Net .

For the six months ended June 30, 2026, our interest expense and financing costs were $30.2 million, a decrease of $13.8 million compared to $44.0 million for the six months ended June 30, 2025, primarily due to a decrease in interest expense related to lower Term Loan Credit Agreement interest rates as discussed above, lower outstanding balances under our ABL Credit Facility, and a decrease in costs associated with our interest rate derivatives, partially offset by an increase in interest expense related to our new 2034 Notes.

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

Debt Extinguishment and Commitment Costs.

During the six months ended June 30, 2026, we incurred $11.5 million of debt extinguishment and commitment costs related to the termination of our Term Loan Credit Agreement and our ABL

For the six months ended June 30, 2025, we incurred an immaterial amount of debt extinguishment and commitment costs.

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

Other Expense, Net .

For the six months ended June 30, 2026, other expense was $0.2 million, relatively consistent with $0.5 million for the six months ended June 30, 2025.

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.

For the six months ended June 30, 2026, Equity earnings from Laramie Energy, LLC were $7.5 million, an increase of $4.9 million compared to $2.6 million for the six months ended June 30, 2025.

The increase was primarily due to a $5.3 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.

For the six months ended June 30, 2026, income tax expense was $156.4 million, an increase of $146.4 million compared to $10.0 million for the six months ended June 30, 2025, primarily related to our 2026 pre-tax net income.

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.

For the six months ended June 30, 2026, losses attributable to noncontrolling interests were $7.5 million, related to our Hawaii Renewables joint venture.

For the six months ended June 30, 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

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).

As of March 31, 2026

Parent Guarantor Par Borrower and Subsidiaries

Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc.

On May 14, 2026, Par Petroleum, LLC and its consolidated subsidiaries (“Issuer and its Restricted Subsidiaries”) issued $500.0 million aggregate principal amount of 7.375% Senior Notes due 2034 ( the “2034 Notes”) under an indenture dated as of May 14, 2026 (the Indenture”).

The 2034 Notes are guaranteed on a senior unsecured basis by Par Pacific Holdings, Inc.

(the “Parent Guarantor”) and each of the Issuer’s subsidiaries that is a guarantor under the Indenture.

Under the Indenture, the Parent Guarantor’s SEC filings generally satisfy the Notes reporting covenant.

The indenture does not require Rule 3-10 or Rules 13-01/13-02 guarantor condensed consolidating financial information, Rule 3-09 or Rule 3-16 financial statements, or other separate schedules or separate financial statements of subsidiaries, affiliates or equity method investees.

Because reporting occurs through the Parent Guarantor, the required reporting is instead satisfied through the Parent-level financial information accompanied by audited, reviewed, or MD&A consolidating information explaining in reasonable detail the differences between the Parent Guarantor and the Issuer and its Restricted Subsidiaries on a standalone basis.

The indenture also requires a schedule eliminating Unrestricted Subsidiaries and reconciling that schedule to the financial statements in each report;

because there are currently no Unrestricted Subsidiaries, no elimination adjustments would be reflected in that schedule.

The following condensed consolidating financial information, which is provided to satisfy the reporting requirements discussed above, reflects (i) the Parent Guarantor's separate accounts, (ii) the combined accounts of the Issuer and its Restricted Subsidiaries, each of which guarantees the 2034 Notes, (iii) the accounts of subsidiaries of the Parent Guarantor that are not guarantors of the 2034 Notes, and (iv) consolidating adjustments and eliminations, in each case for the dates and periods indicated.

For purposes of this presentation, the Parent Guarantor's investment in its subsidiaries is accounted for under the equity method of accounting (dollar amounts in thousands).

As of June 30, 2026

Parent Guarantor Issuer and its Restricted Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc.

and Subsidiaries

31 unchanged sentences

Other accrued liabilities 742 469,848 12,653 483,243

Current note payable to Parent — 33,000 (33,000) —

Due to related parties 291,537 532,171 (823,708) —

17 unchanged sentences

As of December 31, 2025

Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc.

Parent Guarantor Issuer and its Restricted Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc.

and Subsidiaries

31 unchanged sentences

Other accrued liabilities 3,474 457,297 6,265 467,036

Current note payable to Parent — 60,000 $ (60,000) —

Due to related parties 254,102 393,859 (647,961) —

4 unchanged sentences

Operating lease liabilities 10,192 302,258 — 312,450

Long term note payable to Parent — 3,000 $ (3,000) —

Other liabilities — 153,152 (100,507) 52,645

10 unchanged sentences

Total liabilities, noncontrolling interest, and stockholders’ equity $ 1,726,876 $ 3,488,076 $ (1,381,263) $ 3,833,689

Three Months Ended March 31, 2026

Parent Guarantor Par Borrower and Subsidiaries

Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc.

Three Months Ended June 30, 2026

Parent Guarantor Issuer and its Restricted Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc.

and Subsidiaries

8 unchanged sentences

Par West redevelopment and other costs — 3,676 — 3,676

Other operating loss, net — 851 — 851

Other operating loss (gain), net 152 144 — 296

Total operating expenses 9,196 2,332,452 (7,332) 2,334,316

5 unchanged sentences

Equity earnings (losses) from subsidiaries 470,998 — (470,998) —

Equity earnings from Laramie Energy, LLC — — 9,179 9,179

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

Total other income (expense), net 470,990 (25,610) (472,946) (27,566)

2 unchanged sentences

Net income (loss) 462,132 471,287 (470,478) 462,941

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

Net income attributable to noncontrolling interest — — 810 810

Net income attributable to Par Pacific stockholders $ 462,132 $ 471,287 $ (471,288) $ 462,131

Adjusted EBITDA $ (6,538) $ 94,634 $ 3,399 $ 91,495

Three Months Ended March 31, 2025

Parent Guarantor Par Borrower and Subsidiaries

Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc.

Three Months Ended June 30, 2025

Parent Guarantor Issuer and its Restricted Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc.

and Subsidiaries

8 unchanged sentences

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

Other operating loss, net — 1 — 1

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

Total operating expenses 7,750 1,796,187 (7,259) 1,796,678

6 unchanged sentences

Equity earnings (losses) from subsidiaries 67,238 — (67,238) —

Equity earnings from Laramie Energy, LLC — — 726 726

Equity earnings (losses) from Laramie Energy, LLC — — 1,856 1,856

Total other income (expense), net 67,210 (22,327) (65,296) (20,413)

3 unchanged sentences

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

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.

Net income attributable to Par Pacific stockholders $ 59,460 $ 58,443 $ (58,443) $ 59,460

Six Months Ended June 30, 2026

Parent Guarantor Issuer and its Restricted 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

Revenues $ 541 $ 4,799,020 $ (6,942) $ 4,792,619

Operating expenses

Cost of revenues (excluding depreciation) — 3,659,905 14,788 3,674,693

Operating expense (excluding depreciation) — 295,027 4,613 299,640

Depreciation and amortization 1,150 67,188 2,576 70,914

General and administrative expense (excluding depreciation) 15,196 37,726 — 52,922

Equity earnings from refining and logistics investments — — (13,297) (13,297)

Acquisition and integration costs 64 — — 64

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

Debt extinguishment and commitment costs — 62 — 62

Severance costs and other non-operating expense

Other operating loss (gain), net 152 995 — 1,147

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

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

Total operating expenses 16,562 4,067,502 8,680 4,092,744

Operating income (loss) (16,021) 731,518 (15,622) 699,875

Other income (expense)

Interest expense and financing costs, net (17) (29,605) (580) (30,202)

Debt extinguishment and commitment costs — (11,523) — (11,523)

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)

Other income (expense), net (18) (154) (13) (185)

Equity earnings (losses) from subsidiaries 532,637 — (532,637) —

Equity earnings (losses) from Laramie Energy, LLC — — 7,513 7,513

Total other income (expense), net 532,602 (41,282) (525,717) (34,397)

Income (loss) before income taxes 516,581 690,236 (541,339) 665,478

Income tax benefit (expense) (1) — (163,300) 6,914 (156,386)

Net income (loss) $ 516,581 $ 526,936 $ (534,425) $ 509,092

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

Net income attributable to Par Pacific stockholders $ 516,581 $ 526,936 $ (526,936) $ 516,581

Six Months Ended June 30, 2025

Parent Guarantor Issuer and its Restricted Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc.

and Subsidiaries

Revenues $ — $ 3,638,444 $ 30 $ 3,638,474

Operating expenses

Cost of revenues (excluding depreciation) — 3,152,839 — 3,152,839

Operating expense (excluding depreciation) — 292,834 — 292,834

Depreciation and amortization 1,005 70,199 94 71,298

Interest expense and financing costs, net, excluding unrealized

interest rate derivative loss (gain)

General and administrative expense (excluding depreciation) 14,534 33,357 — 47,891

Equity earnings from refining and logistics investments — — (14,819) (14,819)

Acquisition and integration costs — — — —

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

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

Total operating expenses 15,539 3,556,676 (14,725) 3,557,490

Operating income (loss)

(15,539) 81,768 14,755 80,984

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

Other income (expense)

Interest expense and financing costs, net (50) (44,077) 173 (43,954)

Debt extinguishment and commitment costs — (25) — (25)

Other income (expense), net (17) (517) — (534)

Equity earnings (losses) from subsidiaries 44,666 — (44,666) —

Equity earnings (losses) from Laramie Energy, LLC — — 2,582 2,582

Total other income (expense), net 44,599 (44,619) (41,911) (41,931)

Income (loss) before income taxes 29,060 37,149 (27,156) 39,053

Income tax benefit (expense) (1) — (9,485) (508) (9,993)

Net income (loss) $ 29,060 $ 27,664 $ (27,664) $ 29,060

Net income attributable to noncontrolling interest — — — —

Net income attributable to Par Pacific stockholders $ 29,060 $ 27,664 $ (27,664) $ 29,060

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(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.

(1) The income tax benefit (expense) of the Parent Guarantor and Issuer and Subsidiaries is determined using the separate return method.

Liquidity and Capital Resources

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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.

Our liquidity position as of June 30, 2026, was $1.4 billion, consisting of $185.0 million of cash and cash equivalents and $1.2 billion of availability under the ABL Credit Facility due 2031.

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.

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We cannot offer any assurances that such capital will be available in sufficient amounts or at an acceptable cost.

Significant Developments.

On May 14, 2026, we issued $500.0 million of 2034 Notes and used the proceeds and cash on hand to repay all amounts outstanding under the Term Loan Credit Agreement, which required quarterly principal payments of $1.6 million.

Interest on the 2034 Notes of $18.4 million is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026.

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.

The following table summarizes cash activities for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

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

Other than the transactions discussed above, 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.

The following table summarizes cash activities for the six months ended June 30, 2026 and 2025 (in thousands):

Six Months Ended June 30,

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

Net cash used in investing activities (82,781) (86,788)

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;

• 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.

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

Cash flows for the six months ended June 30, 2026

Net cash provided by operating activities for the six months ended June 30, 2026, was primarily driven by net income of $509.1 million, non-cash charges to operations and non-operating items of approximately $267.3 million, and net cash used for changes in operating assets and liabilities of approximately $534.5 million.

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 $133.0 million change in deferred tax assets driven by our net income during the period,

• depreciation and amortization expenses of $70.9 million,

• unrealized loss on derivatives contracts of $48.0 million,

• debt commitment and extinguishment costs of $11.5 million,

• an $8.3 million charge from changes in our inventory reserve for the lower of cost or net realizable value, and

• stock based compensation expenses of $8.2 million,

partially offset by:

• equity earnings of $13.3 million from our refining and logistic investments, and

• equity earnings of $7.5 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

by changes in operating assets and liabilities of approximately $14.1 million.

Net cash used for changes in operating assets and liabilities resulted primarily from:

• a $255.5 million increase in prepaid and other expenses primarily driven by increases in derivative assets,

• a $222.5 million increase in Inventories driven by an increase in refined product inventory due to higher prices,

• a $206.6 million increase in Accounts receivable primarily driven by timing of collections and increased pricing, and

• deferred turnaround expenditures of $37.4 million driven by expenditures related to Hawaii refinery turnaround activities,

partially offset by:

• an increase in Accounts payable and Other accrued liabilities of $186.7 million primarily driven by increased crude oil pricing.

Net cash used in investing activities for the six months ended June 30, 2026, consisted primarily of $82.8 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 used in financing activities was approximately $131.2 million for the six months ended June 30, 2026, and consisted primarily of:

• net repayments of debt of $67.8 million driven by the repayment of the Term Loan Credit Agreement, partially offset by the issuance of our 2034 Notes and borrowings under our ABL Credit Facility activity,

• repurchases of common stock of $37.1 million,

• $18.2 million related to stock option exercises settled in cash, and

• payments of $16.2 million of deferred loan costs related to the issuance of our 2034 Notes and ABL Credit Facility amendment,

partially offset by:

• $4.9 million of proceeds received related to amounts previously withheld by J.

Aron for inventory financing agreement activity.

Cash flows for the six months ended June 30, 2025

Net cash provided by operating activities for the six months ended June 30, 2025, was driven primarily by net cash provided by changes in operating assets and liabilities of approximately $64.7 million, non-cash charges to operations and non-operating items of approximately $38.4 million, and net income of $29.1 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,

• depreciation and amortization expenses of $71.3 million,

• an $8.6 million change in deferred tax assets driven by our net income during the period,

• stock based compensation expenses of $8.0 million, and

• dividends received from our refining and logistic investments of $5.8 million,

partially offset by:

• unrealized gain on derivatives contracts of $9.4 million,

• unrealized gain on derivatives contracts of $37.5 million, and

• equity earnings of $14.8 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,

• an increase in Accounts payable and Other accrued liabilities of $144.6 million primarily driven by an increase in environmental credit obligations of $69.2 million, a $51.2 million increase in derivative liabilities, and a $14 million increase in accrued taxes,

• a $46.6 million decrease in Inventories primarily related to the decline of environmental credit inventory, and

• a $11.4 million decrease in Accounts receivable primarily driven by 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.

• an increase in deferred turnaround expenditures of $100.5 million driven by expenditures related to Montana refinery turnaround activities, and

• a $33.2 million decrease in Obligations under inventory financing agreements primarily due to decreases in the step-out liability driven by lower volumes.

Net cash used in investing activities for the six months ended June 30, 2025, consisted primarily of $89.1 million of 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, partially offset by $2.3 million of proceeds from the sale of assets.

Net cash used in financing activities was approximately $68.1 million for the six months ended June 30, 2025, and consisted primarily of repurchases of common stock of $80.8 million and net repayments of debt of $13.6 million driven by ABL Credit Facility activity, partially offset by net borrowings of $25.1 million driven by product financing agreement 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.

For the six months ended June 30, 2026, there have been no material changes to critical accounting estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Forward-Looking Statements

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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

the impact of tariffs and potential disruptions in international trade on our business;

our beliefs regarding available capital resources;

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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.

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.

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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.

There have been no material changes to our disclosures about market risks as of and for the six months ended June 30, 2026, as compared to our disclosures about market risks discussed in Part II, Item 7A of our 2025 Form 10-K.

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 2. Management’s Discussion and Analysis