What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-05 compared with 2025-08-06 · 216 added, 198 removed, 819 unchanged (34% of the section changed)

4 unchanged sentences

(in thousands, except share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets

2 unchanged sentences

Total cash, cash equivalents, and restricted cash 159,405 192,267

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

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

349,115 398,131

35 unchanged sentences

Common stock, $ 0.01 par value;

500,000,000 shares authorized at June 30, 2025, and December 31, 2024, 50,758,742 shares and 55,265,421 shares issued at June 30, 2025, and December 31, 2024, respectively

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

Additional paid-in capital 893,686 884,548

8 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

14 unchanged sentences

Debt extinguishment and commitment costs — — ( 25 ) ( 1,418 )

Other loss, net ( 163 ) ( 124 ) ( 534 ) ( 2,700 )

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

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

14 unchanged sentences

(in thousands)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

9 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

31 unchanged sentences

Purchase of common stock for retirement ( 97,277 ) ( 126,683 )

Exercise of stock options ( 2,089 ) —

Proceeds from inventory financing agreements 28,203 203,074

Payments for termination of inventory financing agreements — ( 382,143 )

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

Payments for debt extinguishment and commitment costs ( 25 ) ( 977 )

33 unchanged sentences

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

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

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

Exercise of stock options — — — — — —

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

Net income — — — 7,486 — 7,486

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

Additional Other

13 unchanged sentences

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

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

Purchase of common stock for retirement ( 519 ) ( 5 ) ( 116 ) ( 16,437 ) — ( 16,558 )

Exercise of stock options — — ( 2,089 ) — — ( 2,089 )

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

Net income — — — 262,631 — 262,631

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

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

For the Interim Periods Ended September 30, 2025 and 2024

Note 1 — Overview

11 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.

As of June 30, 2025, we owned a 46.0 % equity investment in Laramie Energy, LLC (“Laramie Energy”).

As of September 30, 2025, we owned a 46.0 % equity investment in Laramie Energy, LLC (“Laramie Energy”).

Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.

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

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

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

18 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

For the Interim Periods Ended September 30, 2025 and 2024

are reviewed annually for customers with material credit limits.

1 unchanged sentence

We establish provisions for losses on trade receivables based on the estimated credit loss we expect to incur over the life of the receivable.

We did not have a material change in our allowances on trade receivables during the three and six months ended June 30, 2025 and 2024, respectively.

We did not have a material change in our allowances on trade receivables during the three and nine months ended September 30, 2025 and 2024, respectively.

Cost Classifications

4 unchanged sentences

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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

3 unchanged sentences

Accounting Principles Adopted

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

Accounting Principles Not Yet Adopted

7 unchanged sentences

Yellowstone Energy Limited Partnership

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

As of September 30, 2025, 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.

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

For the Interim Periods Ended September 30, 2025 and 2024

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

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

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

2025 2024 2025 2024

1 unchanged sentence

Equity earnings from YELP 4,208 1,446 15,687 8,201

5,842 2,290 11,479 6,755

Amortization of basis difference

3 unchanged sentences

Yellowstone Pipeline Company

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

As of September 30, 2025, 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.

3 unchanged sentences

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

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

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

2025 2024 2025 2024

1 unchanged sentence

Equity earnings from YPLC 2,456 1,872 6,416 5,574

1,773 1,763 3,960 3,702

Accretion of basis difference 38 38 114 114

2 unchanged sentences

Note 4— Investment in Laramie Energy

As of June 30, 2025, we owned a 46.0 % ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.

The balance of our investment in Laramie Energy was $ 15.1 million and $ 12.5 million as of June 30, 2025, and December 31, 2024, respectively and is accounted for under the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies.

As of September 30, 2025, we owned a 46.0 % ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.

The balance of our investment in Laramie Energy was $ 23.3 million and $ 12.5 million as of September 30, 2025, and December 31, 2024, respectively, and is accounted for under the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies.

On February 21, 2023, Laramie Energy entered into a term loan agreement which provides a $ 205 million first lien term loan facility with $ 160.0 million funded at closing and an optional $ 45 million delayed draw commitment.

2 unchanged sentences

Laramie Energy’s term loan matures on February 21, 2027.

As of June 30, 2025, and December 31, 2024, the term loan had an outstanding balance of $ 160.0 million.

At June 30, 2025, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 61.4 million.

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

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

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

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

For the Interim Periods Ended September 30, 2025 and 2024

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

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

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

2025 2024 2025 2024

1 unchanged sentence

Equity earnings (losses) from Laramie Energy 6,588 ( 1,950 ) 5,942 ( 1,976 )

242 ( 2,975 ) ( 646 ) ( 26 )

Accretion of basis difference 1,614 1,614 4,842 4,843

3 unchanged sentences

Note 5— Revenue Recognition

As of June 30, 2025, and December 31, 2024, receivables from contracts with customers were $ 327.1 million and $ 312.7 million, respectively.

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

Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer.

Deferred revenue was $ 4.1 million and $ 16.2 million as of June 30, 2025, and December 31, 2024, respectively.

Deferred revenue was $ 4.7 million and $ 16.2 million as of September 30, 2025, and December 31, 2024, respectively.

We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation.

The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands):

Three Months Ended June 30, 2025 Refining Logistics Retail

Three Months Ended September 30, 2025 Refining Logistics Retail

Product or service:

6 unchanged sentences

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

Three Months Ended June 30, 2024 Refining Logistics Retail

Three Months Ended September 30, 2024 Refining Logistics Retail

Product or service:

6 unchanged sentences

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

Six Months Ended June 30, 2025 Refining Logistics Retail

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Nine Months Ended September 30, 2025 Refining Logistics Retail

Product or service:

6 unchanged sentences

Total segment revenues (3) $ 5,458,008 $ 224,730 $ 434,447

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

Six Months Ended June 30, 2024 Refining Logistics Retail

Nine Months Ended September 30, 2024 Refining Logistics Retail

Product or service:

11 unchanged sentences

Note 6— Inventories

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

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

Titled Inventory Inventory Financing Agreements (1)

June 30, 2025

September 30, 2025

Crude oil and feedstocks $ 176,421 $ 231,305 $ 407,726

9 unchanged sentences

(1) Please read Note 8—Inventory Financing Agreements for further information.

(2) Includes $ 171.2 million and $ 195.0 million of Renewable Identification Numbers (“RINs”) and environmental credits, reported at the lower of cost or net realizable value, as of June 30, 2025, and December 31, 2024, respectively.

Our renewable volume obligation and other gross environmental credit obligations of $ 301.2 million and $ 232.0 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of June 30, 2025, and December 31, 2024, respectively.

As of June 30, 2025, there was no reserve for the lower of cost or net realizable value of inventory.

As of December 31, 2024, there was $ 2.3 million reserved for the lower of cost or net realizable value of inventory.

As of June 30, 2025, and December 31, 2024, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 25.5 million and $ 31.9 million, respectively.

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

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

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

For the Interim Periods Ended September 30, 2025 and 2024

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

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

Note 7— Prepaid and Other Current Assets

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Collateral posted with broker for derivative instruments (1) $ 8,556 $ 38,618

14 unchanged sentences

In connection with the Inventory Intermediation Agreement, Citi will enter into certain hedging transactions, in each case, on terms and subject to conditions set forth in the Inventory Intermediation Agreement.

The net cash proceeds of $ 203.1 million, presented as Proceeds from inventory financing agreements in our condensed consolidated statement of cash flows for the six months ended June 30, 2024, were used to settle a portion of PHR’s outstanding obligations under the prior J.

The net cash proceeds of $ 203.1 million, presented as Proceeds from inventory financing agreements in our condensed consolidated statement of cash flows for the nine months ended September 30, 2024, were used to settle a portion of PHR’s outstanding obligations under the prior J.

Aron intermediation agreement.

On June 27, 2025, we entered into an amendment to the Inventory Intermediation Agreement to, among other things, facilitate entry into the Product Financing Agreement (as defined below) and revise certain other terms and conditions.

As of June 30, 2025, and December 31, 2024, there were $ 161.0 million and $ 194.2 million of outstanding obligations under the Inventory Intermediation Agreement, respectively.

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

Product Financing Agreement

4 unchanged sentences

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

As of June 30, 2025, there were $ 25.1 million of product financing obligations under the Product Financing Agreement.

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

Supply and Offtake Agreement

5 unchanged sentences

The amount due to or from J.

Aron was recorded as an adjustment to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement.

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

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

Aron obligation and Discretionary Draw Facility obligations, respectively.

These payments are presented within Payments for termination of inventory financing

Aron was recorded as an adjustment to our

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

agreements and Net borrowings (repayments) of deferred payment arrangements and receivable advances in our condensed consolidated statement of cash flows for the six months ended June 30, 2024.

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

For the Interim Periods Ended September 30, 2025 and 2024

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

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

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

Aron obligation and Discretionary Draw Facility obligations, respectively.

These payments are presented within Repayments of inventory financing agreements and Net borrowings (repayments) of deferred payment arrangements and receivable advances in our condensed consolidated statement of cash flows for the nine months ended September 30, 2024.

LC Facility due 2024

2 unchanged sentences

The LC Facility was terminated early on May 31, 2024, in connection with the termination of the Supply and Offtake Agreement and entry into the Inventory Intermediation Agreement.

In connection with the termination of the LC Facility, we recognized debt extinguishment costs of $ 0.6 million, which are included in Debt extinguishment and commitment costs on our condensed consolidated statements of operations for the three and six months ended June 30, 2024.

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

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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

3 unchanged sentences

Interest expense and financing costs, net 332 328 996 433

Product Financing Agreement

Interest expense and financing costs, net 317 — 317 —

Supply and Offtake Agreement

4 unchanged sentences

___________________________________________________

(1) Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $ 4.7 million and $ 9.2 million for the three and six months ended June 30, 2025, respectively, and $ 4.6 million for both the three and six months ended June 30, 2024.

Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 4.6 million and $ 13.5 million for the three and six months ended June 30, 2024, respectively.

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

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

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

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

For the Interim Periods Ended September 30, 2025 and 2024

Note 9— Other Accrued Liabilities

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Accrued payroll and other employee benefits $ 34,648 $ 34,130

7 unchanged sentences

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 $ 171.2 million and $ 195.0 million as of June 30, 2025, and December 31, 2024, respectively.

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

Note 10— Debt

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

ABL Credit Facility due 2028

8 unchanged sentences

Long-term debt, net of current maturities $ 962,061 $ 1,108,082

As of June 30, 2025, and December 31, 2024, we had $ 31.5 million and $ 110.2 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively.

We had $ 75.2 million and $ 57.1 million in surety bonds outstanding as of June 30, 2025, and December 31, 2024, respectively.

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

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

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

5 unchanged sentences

On May 31, 2024, in connection with the entry into the Inventory Intermediation Agreement, PHR entered into a Joinder Agreement, as a borrower to the ABL Credit Facility.

As of June 30, 2025, the ABL Credit Facility had $ 485 million outstanding in revolving loans and a borrowing base of approxi mately $ 1.0 billion.

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

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

As of June 30, 2025, we had $ 477.8 million of availability under the ABL Credit Facility.

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

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

For the Interim Periods Ended September 30, 2025 and 2024

Term Loan Credit Agreement due 2030

18 unchanged sentences

The promissory notes are unsecured and mature on June 7, 2030.

On September 9, 2025, we entered into a promissory note with a third-party lender to acquire land in Lihue, Hawaii, for $ 2.8 million.

The note bears interest at a fixed rate of 5.7 % per annum and is payable on the first day of each month, commencing on November 1, 2025, until maturity.

The promissory note is unsecured and matures on September 23, 2032.

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

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

Note 11— Derivatives

2 unchanged sentences

Please read Note 12—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 in October 2026.

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

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

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

Contract Type Purchases Sales Net

2 unchanged sentences

Total 116,824 ( 124,689 ) ( 7,865 )

At June 30, 2025, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries.

The following table provides information on these option collars at our refineries as of June 30, 2025:

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

At September 30, 2025, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries.

The following table provides information on these option collars at our refineries as of September 30, 2025:

Total open option collars 570 1,895

1 unchanged sentence

Weighted-average strike price - ceiling (in dollars) $ 83.55 $ 82.86

Earliest commencement date July 2025 January 2026

Earliest commencement date October 2025 January 2026

Furthest expiry date December 2025 December 2026

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

Interest Rate Derivatives

2 unchanged sentences

On April 12, 2023, we entered into an interest rate collar transaction to manage our interest rate risk related to the Term Loan Credit Agreement.

The interest rate collar reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $ 300.0 million as of June 30, 2025.

The interest rate collar reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $ 300.0 million as of September 30, 2025.

The terms of the agreement provide for an interest rate cap of 5.50 % and floor of 2.30 %, based on the three month SOFR as of the fixing date.

The interest rate collar transaction expires on May 31, 2026.

During the three months ended June 30, 2025, we entered into five additional interest rate collar transactions to reduce our variable interest rate risk related to the Term Loan Credit Agreement.

These agreements are effective from May 31, 2026, through May 31, 2029, with a total notional amount of $ 250.0 million as of June 30, 2025.

During the second and third quarters of 2025, we entered into six additional interest rate collar transactions to reduce our variable interest rate risk related to the Term Loan Credit Agreement.

These agreements are effective from May 31, 2026, through May 31, 2029, with a total notional amount of $ 300.0 million as of September 30, 2025.

The terms of the agreements provide for an average interest rate cap of 5.50 % and an average floor of 2.08 %, based on the three month SOFR as of the fixing date.

These transactions expire on May 31, 2029.

The following table provides information on the fair value amounts (in thousands) of these derivatives as of June 30, 2025, and December 31, 2024, and their placement within our condensed consolidated balance sheets.

Balance Sheet Location June 30, 2025 December 31, 2024

The following table provides information on the fair value amounts (in thousands) of these derivatives as of September 30, 2025, and December 31, 2024, and their placement within our condensed consolidated balance sheets.

Balance Sheet Location September 30, 2025 December 31, 2024

Asset (Liability)

5 unchanged sentences

Obligations under inventory financing agreements 1,836 ( 1,588 )

Interest rate derivatives Other accrued liabilities ( 4 ) —

Interest rate derivatives Other liabilities ( 560 ) ( 24 )

_________________________________________________________

(1) Does not include cash collateral of $ 9.6 million and $ 38.6 million recorded in Prepaid and other current assets as of June 30, 2025, and December 31, 2024, respectively.

Does not include $ 2.0 million and $ 2.3 million recorded in Prepaid and other current assets as of June 30, 2025, and December 31, 2024, respectively, related to realized derivatives receivable.

(2) Does not include $ 66.9 million and $ 6.1 million recorded in Other accrued liabilities as of June 30, 2025, and December 31, 2024, respectively, related to realized derivatives payable.

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

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

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

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

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 June 30, Six Months Ended June 30,

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

Statement of Operations Location 2025 2024 2025 2024

8 unchanged sentences

We evaluate equity method investments for impairment when factors indicate that a decrease in the value of our investment has occurred and the carrying amount of our investment may not be recoverable.

An impairment loss, based on the

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

difference between the carrying value and the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary.

An impairment loss, based on the difference between the carrying value and the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

11 unchanged sentences

therefore, these embedded derivatives are classified as Level 3 instruments.

We do not have other commodity derivatives classified as Level 3 at June 30, 2025, or December 31, 2024.

We do not have other commodity derivatives classified as Level 3 at September 30, 2025, or December 31, 2024.

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

2 unchanged sentences

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.

Please read Note 14—Commitments and Contingencies for further information on the U.S.

Environmental Protection Agency (“EPA”) regulations related to greenhouse gases.

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

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

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

Please read Note 14—Commitments and Contingencies for further information on the EPA regulations related to greenhouse gases.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Financial Statement Impact

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

June 30, 2025

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

September 30, 2025

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

7 unchanged sentences

Total liabilities $ ( 10,494 ) $ ( 298,989 ) $ 1,836 $ ( 307,647 ) $ 238,816 $ ( 68,831 )

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

December 31, 2024

8 unchanged sentences

_________________________________________________________

(1) Does not include cash collate ral of $ 9.6 million and $ 38.6 million as of June 30, 2025, and December 31, 2024, respectively, included within Prepaid and other current assets on our condensed consolidated balance sheets, respectively.

(2) Does not include RINs assets and other environmental credits of $ 171.2 million and $ 195.0 million presented in Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of June 30, 2025, and December 31, 2024, respectively, and $ 5.6 million included in Other long-term assets as of June 30, 2025.

(3) Does not include environmental liabilities of $ 215.9 million and $ 187.5 million satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits included in Other Accrued Liabilities on our condensed consolidated balance sheets as of June 30, 2025, and December 31, 2024, respectively.

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

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

(3) Does not include environmental liabilities of $ 303.1 million and $ 187.5 million satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits included in Other Accrued Liabilities on our condensed consolidated balance sheets as of September 30, 2025, and December 31, 2024, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

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

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

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

2025 2024 2025 2024

1 unchanged sentence

Settlements — — — ( 661 )

Total gains (losses) included in earnings (1) 1,458 22,460 ( 2,090 ) 644

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

Balance, at end of period $ 1,836 $ 503 $ 1,836 $ 503

1 unchanged sentence

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

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

June 30, 2025

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

September 30, 2025

Carrying Value Fair Value

4 unchanged sentences

Product Financing Agreement (2)

25,122 25,122

Other long-term debt (2)

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

December 31, 2024

10 unchanged sentences

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

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

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

The fair value of all non-derivative financial instruments recorded in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, and current liabilities, including accounts payable, approximate their carrying value due to their short-term nature.

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

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

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

For the Interim Periods Ended September 30, 2025 and 2024

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

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

Finance Property, plant, and equipment $ 32,106 $ 30,655

16 unchanged sentences

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

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

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

Lease cost (income) type 2025 2024 2025 2024

12 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

For the Interim Periods Ended September 30, 2025 and 2024

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

Six Months Ended June 30,

Nine Months Ended September 30,

Lease type 2025 2024

7 unchanged sentences

ROU assets terminated in exchange for release from operating lease liabilities 23 41

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

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

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

10 unchanged sentences

_________________________________________________________

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

Additionally, we have $ 0.3 million in future undiscounted cash flows for finance leases that have not yet commenced.

These leases are expected to commence when the equipment is made available to us.

We have no future undiscounted cash flows for operating leases that have not yet commenced.

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

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

Note 14— Commitments and Contingencies

4 unchanged sentences

We are also party to various other legal proceedings, claims, and regulatory, tax or government audits, inquiries, and investigations that arise in the ordinary course of business.

From time to time, PHR has appealed various tax assessments related to its land, buildings, and fuel storage tanks, and is currently appealing the City of Honolulu’s property tax assessment for tax year 2023.

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

We believe the Department of Revenue’s interpretation is in conflict with its prior guidance and we appealed in November 2022.

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

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

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

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

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

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

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

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

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

Par Pacific Holdings, Inc.

For the Interim Periods Ended September 30, 2025 and 2024

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

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

9 unchanged sentences

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

On September 29, 2023, we received a letter from the EPA related to the alleged violation of certain air emission limits, controls, monitoring, and repair requirements under the Consent Decree.

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.

3 unchanged sentences

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 June 30, 2025, we have accrued $ 12.7 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years.

As of September 30, 2025, we have accrued $ 12.1 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years.

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

11 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

For the Interim Periods Ended September 30, 2025 and 2024

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

4 unchanged sentences

The RFS may present production and logistics challenges for both the renewable fuels and petroleum refining and marketing industries in that we may have to enter into arrangements with other parties or purchase D3 waivers from the EPA to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels.

Additionally, the RFS enables the EPA to exempt certain small refineries from the renewable fuels blending requirements in the event such requirements would cause disproportionate economic hardship to that refinery.

On August 22, 2025, the EPA announced decisions on various exemption petitions for the 2016 through 2024 compliance years and granted full and partial relief to certain refineries owned by Par Pacific.

As a result of our historical compliance with the RFS program, we received previously retired RINs related to the 2019 through 2023 compliance years.

In addition, we relieved a portion of our 2024 RVO.

As a result of the EPA’s actions, we have recorded a corresponding gain of $ 199.5 million in Net Income on our condensed consolidated statement of operations for the three and nine months ended September 30, 2025.

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

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

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

4 unchanged sentences

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

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

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

The repurchased shares were retired by the Company upon receipt.

During the three and six months ended June 30, 2024, 2.2 million and 3.1 million shares were repurchased under the prior share repurchase program for $ 67.1 million and $ 99.5 million, respectively.

As of June 30, 2025, there was $ 181.3 million of authorization remaining under the current share repurchase program.

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

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

Incentive Plans

1 unchanged sentence

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

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

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

2025 2024 2025 2024

3 unchanged sentences

On February 27, 2024, William Pate, our former Chief Executive Officer (“CEO”), announced that he would retire from his CEO role effective May 1, 2024.

During the first quarter of 2024, the Board approved the acceleration of unvested equity awards and the modification of vested stock options granted to him.

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

During the three and six months ended June 30, 2025, we granted 23 thousand and 706 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 0.3 million and $ 11.0 million, respectively.

As of June 30, 2025, there were approximately $ 17.2 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.4 years.

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

As of June 30, 2025, there were approximately $ 5.1 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 3.8 years.

During the first quarter of 2024, the Board approved the acceleration of unvested

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

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

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

For the Interim Periods Ended September 30, 2025 and 2024

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

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

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

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

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

As of September 30, 2025, there were approximately $ 4.7 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 3.6 years.

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

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

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

As of June 30, 2025, there were approximately $ 4.6 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.

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

Note 16— Income (Loss) per Share

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

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

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

2025 2024 2025 2024

13 unchanged sentences

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

For the three and six months ended June 30, 2025, our effective tax rate differs 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, 2024, our effective tax rate differed from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for equity compensation.

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

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

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

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.

2 unchanged sentences

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

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, and we are evaluating any impact on our financial position.

We do not expect OBBBA to materially impact our effective tax rate or any cash flows from income taxes in the current fiscal year .

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which includes tax reform provisions that amend, eliminate, and extend tax rules under the Inflation Reduction Act and Tax Cuts and Jobs Act.

We evaluated the impact of this legislation and determined that the OBBBA will not have a material impact on our 2025 financial statements .

Note 18— Segment Information

1 unchanged sentence

(i) Refining, (ii) Retail, (iii) Logistics, and (iv) Corporate and Other.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

Segment asset information is not provided to our chief operating decision-maker.

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

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

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

$ 1,909,582 $ — $ 122,328 $ ( 88,185 ) $ 1,943,725

18 unchanged sentences

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

Debt extinguishment and commitment costs —

Other loss, net ( 109 )

7 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

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

$ 1,929,063 $ — $ 124,638 $ ( 94,588 ) $ 1,959,113

For the Interim Periods Ended September 30, 2025 and 2024

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

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

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

28,210 72,475 28,204 ( 70,534 ) 58,355

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

1,957,273 72,475 152,842 ( 165,122 ) 2,017,468

Cost of revenues (excluding depreciation)

2 unchanged sentences

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

1,779,810 44,278 111,244 ( 165,135 ) 1,770,197

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

116,509 4,701 22,870 — 144,080

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

1 unchanged sentence

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

( 1,943 ) ( 1,801 ) — — ( 3,744 )

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

4 unchanged sentences

Debt extinguishment and commitment costs —

Other loss, net ( 124 )

Other income, net 1,253

Equity losses from Laramie Energy, LLC ( 336 )

Income before income taxes 25,305

Loss before income taxes 13,946

Income tax expense ( 6,460 )

2 unchanged sentences

________________________________________________________

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 152.8 million and $ 165.1 million for the three months ended June 30, 2025, and 2024, respectively.

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

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

Six Months Ended June 30, 2025 Refining Logistics

Retail Corporate, Eliminations and Other (1) Total

For the Interim Periods Ended September 30, 2025 and 2024

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

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

26 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

Six Months Ended June 30, 2024 Refining Logistics

Retail Corporate, Eliminations and Other (1)

$ 3,813,039 $ — $ 239,111 $ ( 184,658 ) $ 3,867,492

For the Interim Periods Ended September 30, 2025 and 2024

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

Fuel revenue $ 5,833,115 $ — $ 359,941 $ ( 273,807 ) $ 5,919,249

Other revenue 131,320 222,058 83,248 ( 213,639 ) 222,987

70,850 144,317 53,865 ( 138,221 ) 130,811

Total revenues 5,964,435 222,058 443,189 $ ( 487,446 ) 6,142,236

3,883,889 144,317 292,976 ( 322,879 ) 3,998,303

Cost of revenues (excluding depreciation)

2 unchanged sentences

Total cost of revenues (excluding depreciation) 5,457,167 131,303 321,894 ( 487,489 ) 5,422,875

3,539,205 87,075 214,296 ( 322,901 ) 3,517,675

Operating expense (excluding depreciation) 365,031 11,847 67,511 — 444,389

242,977 8,513 45,850 — 297,340

Depreciation and amortization 66,584 19,893 8,471 1,731 96,679

14 unchanged sentences

________________________________________________________

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 301.7 million and $ 322.9 million for the six months ended June 30, 2025 and 2024, respectively.

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

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2025 and 2024

For the Interim Periods Ended September 30, 2025 and 2024

Note 19— Subsequent Events

Framework Agreement and ISDA Master Agreement and Schedule

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

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

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

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

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

Renewable Fuels Facility Joint Venture

On July 21, 2025, we and Hawaii Renewables, LLC, a subsidiary of the Company (“ProjectCo”), entered into a definitive Equity Contribution Agreement (the “Equity Contribution Agreement”) with Alohi Renewable Energy, LLC (“Alohi”), an entity owned by Mitsubishi Corporation and ENEOS Corporation, pursuant to which we and Alohi will establish ProjectCo as a joint venture, with Alohi owning a 36.5 % equity interest in ProjectCo and the Company owning the remaining interest.

The joint venture is being formed for the development, construction, ownership and operation of the renewable fuels manufacturing facility co-located with our Hawaii refinery (“Renewable Fuels Facility”).

Upon the closing of the transaction, which is subject to the satisfaction of customary closing conditions, including regulatory approvals, a subsidiary of the Company will operate and manage the Renewable Fuels Facility on behalf of ProjectCo and provide certain services, such as construction management services, operating and corporate services and terminalling services, to ProjectCo.

In addition, at the closing of the transaction, we will contribute to ProjectCo certain assets related to the Renewable Fuels Facility, we will commit to making cash contributions to ProjectCo of up to $ 21 million (less certain costs incurred prior to closing) to complete the engineering, construction and delivery of the Renewable Fuels Facility through its commercial operation date, and Alohi will contribute to ProjectCo $ 100 million in cash.

The Renewable Fuels Facility is expected to be completed and operational by the end of 2025.

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

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

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

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

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

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

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