What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-08-06 · 307 added, 297 removed, 815 unchanged (43% of the section changed)

5 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 66 days of idle time impacted comparability between the six months ended June 30, 2025, and June 30, 2024.

The 66 days of idle time impacted comparability between the nine months ended September 30, 2025, and September 30, 2024.

Small Refinery Exemption

In August 2025, the U.S.

Environmental Protection Agency (“EPA”) granted our mainland refineries a combination of full (100%) and partial (50%) small refinery exemptions (“SREs”) from the RFS program for the 2019 through 2024 compliance years.

As a result of our historical compliance with the RFS program, we received previously retired RINs related to the 2019 through 2023 compliance years from the EPA and relieved a portion of our 2024 RVO, recording 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.

This also resulted in gains of $195.9 million in Adjusted Net Income and $202.6 million in Adjusted EBITDA for both 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.

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.

On July 21, 2025, we and Hawaii Renewables, LLC, a subsidiary of the Company (“Hawaii Renewables”), 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, to establish Hawaii Renewables as a joint venture, with the Company owning a 63.5% equity interest in Hawaii Renewables.

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 the transaction to form the Hawaii Renewables, LLC joint venture.

We will operate and manage the Renewable Fuels Facility on behalf of Hawaii Renewables and provide certain services, such as construction management services, operating and corporate services, and terminalling services, to Hawaii Renewables.

In addition, at the closing of the transaction, we contributed certain assets to Hawaii Renewables and Alohi contributed $100.0 million in cash in exchange for a minority interest.

In connection with the transaction, Hawaii Renewables distributed $83.0 million to Par and approximately $17.0 million of Alohi’s contribution was retained by Hawaii Renewables to fund remaining construction and initial working capital.

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

Economic Update

Energy prices are, among other factors, indicators of inflation.

Crude oil pricing decreased in the first half of 2025 compared to the first half of 2024.

Brent crude oil pricing averaged $70.82 per barrel in the first half of 2025 compared to $83.39 per barrel in the first half of 2024.

retail gasoline prices decreased to $3.25 per gallon in the first half of 2025 compared to $3.52 per gallon in the first half of 2024.

The overall energy price index increased 7.5% year over year as of June 30, 2025.

Energy Information Administration (“EIA”) in its July 2025 short term energy outlook forecasts average Brent crude oil pricing to decrease to $69 per barrel in 2025 and $58 per barrel in 2026 due to increased global oil inventories driven by Organization of the Petroleum Exporting Countries (“OPEC”) reversing production cuts and weak global demand growth.

On March 5, 2025, OPEC agreed to gradually increase oil production, starting in April 2025, after a period of voluntary output cuts, with the plan being to reverse the 2.2 million barrels per day cuts over an 18-month period.

On April 3, 2025, OPEC agreed to phase out oil output cuts by increasing output by 411,000 barrels per day beginning in May 2025.

Crude oil prices decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Brent crude oil prices averaged $69.93 per barrel during the nine months ended September 30, 2025, compared to $81.82 per barrel during the nine months ended September 30, 2024.

retail gasoline prices decreased to $3.26 per gallon during the nine months ended September 30, 2025, compared to $3.51 per gallon during the nine months ended September 30, 2024.

The overall energy price index increased 6.4% and the total consumer price index increased 3% year over year as of September 30, 2025.

Energy Information Administration (“EIA”) in its October 2025 short term energy outlook forecasts average Brent crude oil prices to decrease to $62 per barrel in the fourth quarter of 2025 and average $52 per barrel in 2026 due to increased global oil inventories driven by increased production by the Organization of the Petroleum Exporting Countries (“OPEC”) and weak global demand growth.

On March 5, 2025, OPEC agreed to gradually increase oil production starting in April 2025, after a period of voluntary output cuts, with the plan to reverse the 2.2 million barrels per day cuts over an 18-month period.

3, 2025, OPEC agreed to phase out oil output cuts by increasing output by 411,000 barrels per day beginning in May 2025.

On July 5, 2025, OPEC agreed to increase output by 548,000 barrels per day beginning in August 2025.

While inflation has increased relative to the prior year, we do not believe that inflation has had a material effect on our business, financial condition, or results of operations in the first half of 2025.

On October 5, 2025, OPEC announced an increase in output by 137,000 barrels per day beginning in November 2025.

Geopolitical tensions in the Middle East and Red Sea region continue in 2025, putting upward pressure on prices.

The overall effect of these conflicts and associated actions taken to limit the purchase of Russian petroleum products impacted freight movements and raised the operating costs of many European and other refineries.

The Russia-Ukraine war, the Israel-Palestine conflict, Houthi attacks in the Red Sea, and Iranian activities in the Strait of Hormuz have all continued to disrupt global trade patterns, increase crude oil price volatility, and increase freight costs and delivery times.

The overall effect of these conflicts and associated actions taken to limit the purchase of Russian petroleum products in response to Russia’s invasion of Ukraine have raised the operating costs of many European, U.S., and other refineries.

Effective August 1, 2025, the U.S.

has adopted new and increased tariffs on countries and specific goods, subject to evolving exemptions.

Those policies, along with retaliatory actions by some trading partners and ongoing negotiations around trade policy, have led to increased volatility and unpredictability for global trade.

adopted new and increased tariffs on countries and specific goods, subject to evolving exemptions.

In October 2025, the U.S.

government announced a series of new and expanded tariffs on imports from China and other countries, including a 100% tariff on certain categories of goods and increased duties.

On November 1, 2025, the U.S.

government announced a deal with China that retained heightened reciprocal tariffs and suspended (retaining a 10% baseline) and reduced certain China-specific tariffs, effective November 10, 2025.

Separately, previously announced tariffs on imports from other countries went into effect on November 1, 2025.

Those policies, along with retaliatory actions by some trading partners and ongoing negotiations around trade policy, have led to increased volatility, upward pressure on prices of a wide range of goods, and unpredictability for global trade.

Please read Item 1A.

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Results of Operations

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

Our financial results for the second quarter of 2025 improved from net income of $18.6 million for the three months ended June 30, 2024, to net income of $59.5 million for the three months ended June 30, 2025.

The increase was primarily driven by a $40.1 million increase in our refining segment operating income, a $5.7 million increase in our logistics operating income, and a $4.7 million increase in our retail operating income, partially offset by a $10.2 million increase in income tax expense.

Three months ended September 30, 2025 compared to the three months ended September 30, 2024

Our financial results for the third quarter of 2025 improved from net income of $7.5 million for the three months ended September 30, 2024, to net income of $262.6 million for the three months ended September 30, 2025.

The increase was primarily driven by a $321.8 million increase in our refining segment operating income and an $8.5 million increase in Equity earnings from Laramie Energy, LLC, partially offset by a $76.2 million increase in income tax expense.

Please read the discussions of segment and consolidated results below for additional information.

Adjusted EBITDA and Adjusted Net Income.

For the three months ended June 30, 2025, Adjusted EBITDA was $137.8 million compared to $81.6 million for the three months ended June 30, 2024.

The $56.2 million increase was primarily related to a $55.2 million increase in refining segment Adjusted Gross Margin and a $3.6 million increase in our logistics segment Adjusted Gross Margin, partially offset by a $4.6 million increase in operating expenses.

Adjusted EBITDA and Adjusted Net Income (Loss).

For the three months ended September 30, 2025, Adjusted EBITDA was $372.5 million compared to $51.4 million for the three months ended September 30, 2024.

The $321.1 million increase was primarily related to a $308.1 million increase in refining segment Adjusted Gross Margin, an $8.6 million decrease in operating expenses, excluding severance, and a $6.7 million increase in our logistics 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 three months ended June 30, 2025, Adjusted Net Income was $78.3 million compared to $28.5 million for the three months ended June 30, 2024.

The $49.8 million improvement was primarily related to the factors described above for the increase in Adjusted EBITDA and a $1.5 million of cash distributions from Laramie Energy in 2024 with no similar activity in 2025, partially offset by a $2.6 million increase in D&A and a $1.0 million increase in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains).

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

Our financial results improved from net income of $14.9 million for the six months ended June 30, 2024, to net income of $29.1 million for the six months ended June 30, 2025.

The $14.2 million increase was driven by a $17.0 million decrease in general and administrative expenses, a $9.8 million increase in retail segment operating income, a $7.2 million increase in logistics segment operating income, partially offset by an $7.2 million decrease in refining segment operating income, a $5.7 million increase in interest expense and financing costs, and a $6.0 million increase in income tax expense.

For the three months ended September 30, 2025, Adjusted Net Income was $302.6 million compared to Adjusted Net Loss of $5.5 million for the three months ended September 30, 2024.

The $308.1 million improvement was primarily related to the factors described above for the increase in Adjusted EBITDA, partially offset by a $4.4 million increase in D&A.

Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Our financial results improved from net income of $22.4 million for the nine months ended September 30, 2024, to net income of $291.7 million for the nine months ended September 30, 2025.

The $269.3 million increase was driven by a $314.6 million increase in refining segment operating income, a $15.2 million decrease in general and administrative expenses, an $11.2 million increase in logistics segment operating income and a $10.5 million increase in retail segment income, partially offset by an $82.2 million increase in income tax expense.

Please read the discussions of segment and consolidated results below for additional information.

Adjusted EBITDA and Adjusted Net Income.

For the six months ended June 30, 2025, Adjusted EBITDA was $148.0 million compared to $176.3 million for the six months ended June 30, 2024.

The $28.3 million decrease was primarily due to a $47.6 million decrease in our refining segment Adjusted Gross Margin, partially offset by a $5.7 million increase in our logistics segment Adjusted Gross Margin, a $4.7 million increase in our retail segment Adjusted Gross Margin, a $4.3 million decrease in operating expenses, excluding severance, a $2.3 million decrease in general and administrative expense, excluding depreciation and severance, and a $2.2 million decrease in other expense.

For the nine months ended September 30, 2025, Adjusted EBITDA was $520.5 million compared to $227.7 million for the nine months ended September 30, 2024.

The $292.8 million improvement was primarily due to a $260.5 million increase in our refining segment Adjusted Gross Margin, a $12.4 million increase in our logistics segment Adjusted Gross Margin, an $11.4 million decrease in operating expenses, excluding severance, and a $5.6 million increase 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, 2025, Adjusted Net Income was $28.0 million compared to $70.2 million for the six months ended June 30, 2024.

The $42.2 million decline was primarily related to the same factors described above for the decrease in Adjusted EBITDA, combined with a $6.5 million increase in D&A and a $4.0 million increase in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains), a $1.5 million of cash distributions from Laramie Energy in 2024 with no similar activity in 2025, and a $1.0 million increase in interest, taxes, and depreciation expense related to our YELP and YPLC investments.

The following tables summarize our consolidated results of operations for the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024 (in thousands).

For the nine months ended September 30, 2025, Adjusted Net Income was $330.6 million compared to $64.7 million for the nine months ended September 30, 2024.

The $265.9 million improvement was primarily related to the same factors described above for the increase in Adjusted EBITDA, partially offset by a $10.9 million increase in D&A, a $10.2 million increase in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items, and a $2.7 million increase in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains).

The following tables summarize our consolidated results of operations for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024 (in thousands).

The following should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 $ Change % Change

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Par West redevelopment and other costs 4,525 4,006 519 13%

Loss (gain) on sale of assets, net (1,226) 63 (1,289) (2,046)%

Loss on sale of assets, net 23 — 23 NM (1)

Total operating expenses 1,654,420 2,107,502

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Interest expense and financing costs, net (21,272) (23,402) 2,130 (9)%

Debt extinguishment and commitment costs — (1,418) 1,418 (100)%

Other expense, net (163) (124) (39) 31%

Debt extinguishment and commitment costs — — — NM (1)

Other income (expense), net (109) 1,253 (1,362) (109)%

Equity earnings (losses) from Laramie Energy, LLC 8,202 (336) 8,538 2,541%

3 unchanged sentences

Net income $ 262,631 $ 7,486

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 $ Change % Change

19 unchanged sentences

Net income $ 291,691 $ 22,373

The following tables summarize our operating income (loss) by segment for the three and six months ended June 30, 2025 and 2024 (in thousands).

________________________________________________________

(1) NM - Not meaningful

The following tables summarize our operating income (loss) by segment for the three and nine months ended September 30, 2025 and 2024 (in thousands).

The following should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

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

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

Revenues $ 1,945,370 $ 80,310 $ 151,330 $ (164,074) $ 2,012,936

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Operating income (loss) $ 340,769 $ 30,187 $ 19,093 $ (31,533) $ 358,516

Three months ended June 30, 2024 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total

Three Months Ended September 30, 2024 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total

Revenues $ 2,080,546 $ 77,741 $ 150,213 $ (164,567) $ 2,143,933

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(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 $152.8 million and $165.1 million for the three months ended June 30, 2025 and 2024, respectively.

Six months ended June 30, 2025 Refining Logistics (1) Retail Corporate, Eliminations and Other (2)

(2) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $164.1 million and $164.6 million for the three months ended September 30, 2025 and 2024, respectively.

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

Revenues $ 5,458,008 $ 224,730 $ 434,447 $ (465,775) $ 5,651,410

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Operating income (loss) $ 397,368 $ 75,817 $ 55,847 $ (89,532) $ 439,500

Six months ended June 30, 2024 Refining Logistics (1) Retail Corporate, Eliminations and Other (2)

Nine Months Ended September 30, 2024 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total

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

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(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 $301.7 million and $322.9 million for the six months ended June 30, 2025 and 2024, respectively.

Below is a summary of key operating statistics for the refining segment for the three and six months ended June 30, 2025 and 2024:

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

(2) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $465.8 million and $487.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Below is a summary of key operating statistics for the refining segment for the three and nine months ended September 30, 2025 and 2024:

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

2025 2024 2025 2024

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Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 24.76 $ 7.79 $ 15.41 $ 10.34

SRE impact 11.14 — 3.97 —

Adjusted Gross Margin excluding SRE impact 13.62 7.79 11.44 10.34

Production costs per bbl ($/throughput bbl) (2) 6.13 6.62 6.88 7.09

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$ 11.40 $ 6.10 $ 10.18 $ 10.06

SRE impact — — — —

Adjusted Gross Margin excluding SRE impact 11.40 6.10 10.18 10.06

Production costs per bbl ($/throughput bbl) (2)

12 unchanged sentences

54.9 60.3 52.6 53.4

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

2025 2024 2025 2024

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

$ 27.41 $ 12.42 $ 18.50 $ 14.15

SRE impact 10.75 — 4.10 —

Adjusted Gross Margin excluding SRE impact 16.66 12.42 14.40 14.15

Production costs per bbl ($/throughput bbl) (2)

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D&A per bbl ($/throughput bbl) 2.43 1.82 2.51 1.69

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

2025 2024 2025 2024

Washington Refinery

9 unchanged sentences

$ 32.46 $ 1.76 $ 15.39 $ 4.03

SRE impact 20.96 — 6.94 —

Adjusted Gross Margin excluding SRE impact 11.50 1.76 8.45 4.03

Production costs per bbl ($/throughput bbl) (2)

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$ 58.22 $ 13.65 $ 38.42 $ 14.42

SRE impact 40.12 — 19.86 —

Adjusted Gross Margin excluding SRE impact 18.10 13.65 18.56 14.42

Production costs per bbl ($/throughput bbl) (2)

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D&A per bbl ($/throughput bbl) 2.61 2.43 4.51 2.51

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

2025 2024 2025 2024

Market Indices (average $ per barrel)

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Combined Index (7) 14.72 8.89 11.98 10.88

13.76 10.95 10.59 11.89

Market Cracks (average $ per barrel)

Singapore 3.1.2 Product Crack (3) $ 16.34 $ 11.00 $ 14.35 $ 14.04

$ 13.56 $ 12.49 $ 13.34 $ 15.58

Montana 6.3.2.1 Product Crack (4) 30.37 26.08 25.51 23.59

29.00 25.50 23.04 22.33

Washington 3.1.1.1 Product Crack (5)

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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 approximately $0.29 per barrel and $0.19 per barrel for the three and six months ended June 30, 2025, respectively, which represents margin on intercompany sales where the inventory remains on our condensed consolidated balance sheet at period end.

Total Refining Segment Adjusted Gross Margin per barrel is presented net of intercompany profit in inventory of $0.12 per barrel for the nine months ended September 30, 2025, which represents margin on intercompany sales where the inventory remains on our condensed consolidated balance sheet at period end.

Intercompany profit in inventory per barrel for the three months ended September 30, 2025, was immaterial.

For the three and nine months ended September 30, 2025, Adjusted Gross Margin per barrel includes the SRE impact related to the 2019 through 2024 compliance years.

(2) Management uses production costs per barrel to evaluate performance and compare efficiency to other companies in the industry.

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The Washington Index is calculated as the Washington 3.1.1.1 Product Crack, less Washington crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense and state and local taxes.

The Washington 3.1.1.1 Product Crack is calculated by taking one part gasoline (Tacoma E10), one part distillate (Tacoma ULSD) and one part secondary products (USGC VGO and Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less

100% of the RVO cost for gasoline and ULSD.

Asphalt pricing is lagged by one month.

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(8) Beginning in 2025, crude oil prices have been updated and expanded to reflect regional differentials to Brent and WTI, which better reflect our refineries’ feedstock costs compared to prior crude oil pricing.

Below is a summary of key operating statistics for the retail segment for the three and six months ended June 30, 2025 and 2024:

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

Below is a summary of key operating statistics for the retail segment for the three and nine months ended September 30, 2025 and 2024:

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

2025 2024 2025 2024

3 unchanged sentences

Management uses certain financial measures and forecasts to evaluate our operating performance and allocate resources that are considered non-GAAP financial measures.

These measures should not be considered in isolation or as substitutes or alternatives to their most directly comparable GAAP financial measures or any other measure of financial performance or liquidity presented in accordance with GAAP.

These measures should not be considered in isolation or as substitutes or alternatives to their most directly comparable GAAP financial measures or any other measure of financial

performance or liquidity presented in accordance with GAAP.

These non-GAAP measures may not be comparable to similarly titled measures used by other companies since each company may define these terms differently.

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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 June 30, 2025 Refining Logistics Retail

Three months ended September 30, 2025 Refining Logistics Retail

Operating Income $ 340,769 $ 30,187 $ 19,093

Operating expense (excluding depreciation) 112,781 5,684 21,564

123,597 4,797 20,286

Depreciation and amortization 24,919 6,530 2,510

Depreciation, depletion, and amortization 26,596 6,093 2,801

Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments

1,078 1,032 —

Inventory valuation adjustment (20,366) — —

4 unchanged sentences

Adjusted Gross Margin (1) $ 450,315 $ 42,995 $ 43,492

Three months ended June 30, 2024 Refining Logistics Retail

Three months ended September 30, 2024 Refining Logistics Retail

Operating Income $ 19,005 $ 26,164 $ 18,274

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

116,509 4,701 22,870

Depreciation and amortization 21,691 7,193 2,675

Depreciation, depletion, and amortization 22,623 5,925 2,680

Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 658 861 —

1 unchanged sentence

Environmental obligation mark-to-market adjustments (4,432) — —

Unrealized loss on derivatives 21,141 — —

Loss on sale of assets, net — 63 —

Unrealized gain on derivatives (31,772) — —

Adjusted Gross Margin (1) (2) $ 142,193 $ 36,284 $ 42,615

$ 176,603 $ 30,759 $ 41,598

Six months ended June 30, 2025 Refining Logistics Retail

Nine months ended September 30, 2025 Refining Logistics Retail

Operating Income $ 397,368 $ 75,817 $ 55,847

Operating expense (excluding depreciation) 354,998 14,846 63,019

242,217 9,162 41,455

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

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

Depreciation, depletion, and amortization 77,912 19,442 7,973

Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 3,434 2,749 —

Inventory valuation adjustment (3,523) — —

Environmental obligation mark-to-market adjustments (48) — —

Unrealized gain on derivatives (38,257) — —

Par's portion of accounting policy differences from refining and logistics investments (1,997) — —

Unrealized gain on derivatives (41,902) — —

Loss (gain) on sale of assets, net 181 (1,418) 35

Adjusted Gross Margin (1) $ 786,423 $ 111,436 $ 126,874

Six months ended June 30, 2024 Refining Logistics Retail

Nine months ended September 30, 2024 Refining Logistics Retail

Operating Income $ 82,811 $ 64,579 $ 45,323

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

242,977 8,513 45,850

Depreciation and amortization 43,961 13,968 5,791

Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments 1,379 1,689 —

Depreciation, depletion, and amortization 66,584 19,893 8,471

Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,037 2,550 —

Inventory valuation adjustment (6,419) — —

4 unchanged sentences

____________________________________________________________________________

(1) For the three and six months ended June 30, 2025 and 2024, there was no impairment expense in Operating income.

(2) For the three and six months ended June 30, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.

(1) For the three and nine months ended September 30, 2025 and 2024, there was no impairment expense in Operating income.

(2) For the three and nine months ended September 30, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.

Adjusted Net Income (Loss) and Adjusted EBITDA

20 unchanged sentences

The following table presents a reconciliation of Adjusted Net Income and Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income, on a historical basis for the periods indicated (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

Unrealized loss (gain) on derivatives (3,840) (31,196) (41,363) 33,756

Par West redevelopment and other costs 4,690 3,071 8,672 5,042

Acquisition and integration costs 1,973 (23) 1,973 68

Par West redevelopment and other costs 4,525 4,006 13,197 9,048

Debt extinguishment and commitment costs — — 25 1,418

Changes in valuation allowance and other deferred tax items (1) 72,688 5,707 81,267 9,238

15,473 6,162 8,579 3,531

Severance costs and other non-operating expense (2) 58 (1,490) 1,336 14,648

552 — 1,278 16,138

Loss (gain) on sale of assets, net 23 — (1,202) 114

Equity earnings from Laramie Energy, LLC, excluding cash distributions

(1,856) 2,845 (2,582) (1,718)

Equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions (8,202) 336 (10,784) (1,382)

Par's portion of accounting policy differences from refining and logistics investments (526) — (1,997) —

Adjusted Net Income (3) (4) 78,291 28,544 27,970 70,212

Depreciation and amortization 34,712 32,144 71,298 64,800

Adjusted Net Income (Loss) (3) (4) 302,602 (5,549) 330,572 64,663

Depreciation, depletion, and amortization 36,284 31,879 107,582 96,679

Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 21,467 22,826 64,687 62,025

21,457 20,471 43,220 39,199

Laramie Energy, LLC cash distributions to Par — — — (1,485)

— (1,485) — (1,485)

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,110 1,519 6,183 4,587

2 unchanged sentences

________________________________________

(1) 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.

For the three and six months ended June 30, 2024, we recognized a non-cash deferred tax expense of $6.2 million and $3.5 million, respectively, related to deferred

state and federal tax liabilities.

(1) For the three and nine months ended September 30, 2025, we recognized a non-cash deferred tax expense of $72.7 million and $81.3 million, respectively, related to deferred state and federal tax liabilities.

For the three and nine months ended September 30, 2024, we recognized a non-cash deferred tax expense of $5.7 million and $9.2 million, respectively, related to deferred state and federal tax liabilities.

This tax expense is included in Income tax expense (benefit) on our condensed consolidated statements of operations.

(2) For the six months ended June 30, 2025 and 2024, we incurred $0.3 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively.

For the six months ended June 30, 2024, we incurred $2.3 million for an estimated legal settlement unrelated to current operating activities.

(3) For the three and six months ended June 30, 2025 and 2024, 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.

(2) For the nine months ended September 30, 2025 and 2024, we incurred $0.3 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively.

For the nine months ended September 30, 2024, we incurred $2.3 million for an estimated legal settlement unrelated to current operating activities.

(3) For the three and nine months ended September 30, 2025 and 2024, 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.

Please read the Non-GAAP Performance Measures discussion above for information regarding changes to the components of Adjusted Net Income (Loss) and Adjusted EBITDA made during the reporting periods.

(4) For the three and six months ended June 30, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.

(4) For the three and nine months ended September 30, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.

Adjusted EBITDA by Segment

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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), on a historical basis, for our operating segments for the periods indicated (in thousands):

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

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

Operating income (loss) by segment $ 340,769 $ 30,187 $ 19,093 $ (31,533)

Depreciation and amortization 24,919 6,530 2,510 753

Depreciation, depletion and amortization 26,596 6,093 2,801 794

Inventory valuation adjustment (20,366) — — —

4 unchanged sentences

Severance costs and other non-operating expense 58 — — —

201 193 44 114

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

3 unchanged sentences

Adjusted EBITDA (1) $ 337,592 $ 37,311 $ 21,928 $ (24,350)

Three Months Ended June 30, 2024 Refining Logistics Retail Corporate and Other

Three Months Ended September 30, 2024 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 19,005 $ 26,164 $ 18,274 $ (27,012)

Depreciation and amortization 21,691 7,193 2,675 585

Depreciation, depletion and amortization 22,623 5,925 2,680 651

Inventory valuation adjustment 14,057 — — —

(21,101) — — —

Environmental obligation mark-to-market adjustments (4,432) — — —

Unrealized loss on commodity derivatives 21,141 — — —

Unrealized gain on derivatives (31,772) — — —

Acquisition and integration costs — — — (23)

Par West redevelopment and other costs — — — 4,006

Loss on sale of assets, net — 63 — —

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

Other loss, net — — — (124)

Severance costs and other non-operating expense — — — (1,490)

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 658 861 — —

Other income, net — — — 1,253

Adjusted EBITDA (1) (2) $ 20,139 $ 32,950 $ 20,954 $ (22,615)

$ 60,094 $ 26,058 $ 18,728 $ (23,279)

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

Nine months ended September 30, 2025 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 397,368 $ 75,817 $ 55,847 $ (89,532)

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

Depreciation, depletion and amortization 77,912 19,442 7,973 2,255

Inventory valuation adjustment (3,523) — — —

Environmental obligation mark-to-market adjustments (48) — — —

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

Unrealized gain on derivatives (41,902) — — —

Acquisition and integration costs — — — 1,973

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

Par West redevelopment and other costs — — — 13,197

Severance costs and other non-operating expense 259 193 44 840

Par's portion of accounting policy differences from refining and logistics investments (1,997) — — —

3 unchanged sentences

Adjusted EBITDA (1) $ 431,684 $ 96,783 $ 63,899 $ (71,910)

Six months ended June 30, 2024 Refining Logistics Retail Corporate and Other

Nine months ended September 30, 2024 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 82,811 $ 64,579 $ 45,323 $ (98,126)

Depreciation and amortization 43,961 13,968 5,791 1,080

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

Inventory valuation adjustment (6,419) — — —

Environmental obligation mark-to-market adjustments (18,199) — — —

Unrealized loss on commodity derivatives 65,833 — — —

Unrealized loss on derivatives 34,061 — — —

Acquisition and integration costs — — — 68

Severance costs and other non-operating expenses 642 — — 15,496

Par West redevelopment and other costs — — — 9,048

Severance costs and other non-operating expense 642 — — 14,006

Loss (gain) on sale of assets, net — 124 (10) —

3 unchanged sentences

________________________________________

(1) For the three and six months ended June 30, 2025 and 2024, 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.

(2) For the three and six months ended June 30, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.

(1) For the three and nine months ended September 30, 2025 and 2024, 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.

(2) For the three and nine months ended September 30, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.

Factors Impacting Segment Results

Operating Income

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

Operating income for our refining segment was $81.3 million for the three months ended June 30, 2025, an increase of $40.1 million compared to $41.2 million for the three months ended June 30, 2024.

Three months ended September 30, 2025 compared to the three months ended September 30, 2024

Operating income for our refining segment was $340.8 million for the three months ended September 30, 2025, an increase of $321.8 million compared to $19.0 million for the three months ended September 30, 2024.

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

The increase in operating income was primarily driven by:

• an increase of $58.4 million primarily related to higher crack spreads across all our refineries,

• an increase of $51.7 million related to favorable derivative impacts,

• an increase of $35.6 million related to higher refined product sales volumes at our Montana, Washington, and Hawaii refineries, and

• a decrease in purchased product costs of $22.0 million at our Hawaii refinery,

• a decrease of $169.0 million in environmental costs across all our refineries, including an SRE benefit of $199.5 million at our Montana, Washington and Wyoming refineries,

• an increase of $125.3 million primarily related to higher crack spreads at our Washington, Montana and Hawaii refineries,

• a decrease in feedstock and purchased product costs of $34.7 million at our Hawaii refinery, and

• an increase of $13.0 million related to favorable changes in feedstock differentials at our Montana refinery,

partially offset by:

• a decrease of $105.0 million related to unfavorable changes in feedstock differentials at our Hawaii, Montana, and Washington refineries, and

• an increase of $26.9 million in consolidated environmental costs across all our refineries, primarily driven by current period production.

Operating income for our logistics segment was $23.7 million for the three months ended June 30, 2025, an increase of $5.7 million compared to $18.0 million for the three months ended June 30, 2024.

The increase was primarily due to lower repair and maintenance costs, lower variable costs, an increase in third-party revenues of $1.8 million, and a $1.2 million gain on sale of assets, net, related to the sale of property in Hawaii, partially offset by a decrease of $3.1 million related to lower throughput as a result of the Wyoming operational incident.

Operating income for our retail segment was $20.8 million for the three months ended June 30, 2025, an increase of $4.7 million compared to $16.1 million for the three months ended June 30, 2024.

The increase was primarily due to a $2.6 million decrease in operating expenses primarily driven by lower employee costs, outside services expenses, and repair and maintenance expenses.

Other factors contributing to the increased profitability were a $1.2 million increase related to higher fuel margins and $0.7 million related to higher merchandise margins.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

Operating income for our refining segment was $56.6 million for the six months ended June 30, 2025, a decrease of $7.2 million compared to $63.8 million for the six months ended June 30, 2024.

The decrease in operating income was primarily driven by:

• a decrease of $128.8 million related to unfavorable changes in feedstock costs across all of our refineries, and

• a decrease of $55.0 million driven by an increase in environmental costs driven by current period production and changes in the value of our Washington CCA liabilities,

• a decrease of $32.6 million related to unfavorable derivative impacts, and

• a decrease of $20.0 million due to lower refined product sales at our Montana and Hawaii refineries.

Operating income for our logistics segment was $30.2 million for the three months ended September 30, 2025, an increase of $4.0 million compared to $26.2 million for the three months ended September 30, 2024.

The increase was primarily due to a decrease in cost of revenues of $3.4 million driven by lower employee costs and repair and maintenance expenses and an increase in third-party revenues of $2.1 million, partially offset by an increase in operating expenses, excluding D&A, primarily driven by higher operating costs.

Operating income for our retail segment was $19.1 million for the three months ended September 30, 2025, an increase of $0.8 million compared to $18.3 million for the three months ended September 30, 2024.

The increase was primarily due to a $0.9 million increase in merchandise margin.

Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Operating income for our refining segment was $397.4 million for the nine months ended September 30, 2025, an improvement of $314.6 million compared to $82.8 million for the nine months ended September 30, 2024.

The increase in operating income was primarily driven by:

• an increase of $143.2 million related to higher crack spreads at our Washington and Montana refineries,

• a decrease of $115.7 million in environmental costs across all of our refineries, including an SRE benefit of $199.5 million at our Montana, Washington and Wyoming refineries, partially offset by an increase in costs due to current period production, and

• an increase of $63.0 million due to favorable derivative impacts,

partially offset by:

• an increase of $95.4 million due to favorable derivative impacts across our refineries,

• a favorable change of $33.7 million related to higher sales volumes and other gross margin impacts,

• an increase of $28.0 million due to favorable impacts related to our Inventory Intermediation Agreement step-out obligation, and

• a decrease of $20.0 million in other inventory financing costs at our Hawaii refinery.

Operating income for our logistics segment was $45.6 million for the six months ended June 30, 2025, an increase of $7.2 million compared to $38.4 million for the six months ended June 30, 2024.

The increase was primarily due to a decrease in cost of revenues of $5.3 million driven by lower repair and maintenance costs, lower variable expenses, lower environmental costs, and a $1.2 million gain on sale of assets, net, related to the sale of property in Hawaii, partially offset by lower gross margin related to the Wyoming operational incident.

Operating income for our retail segment was $36.8 million for the six months ended June 30, 2025, an increase of $9.8 million compared to $27.0 million for the six months ended June 30, 2024.

The increase in operating income was

primarily due to a decrease in operating expenses of $4.4 million driven by decreases in employee costs, repairs and maintenance expenses, and outside services costs.

Other impacts include a $4.2 million increase in fuel margins and a $1.3 million increase in merchandise margins.

• a decrease of $26.0 million related to lower realized crack spreads due to product mix at our Hawaii refinery.

Operating income for our logistics segment was $75.8 million for the nine months ended September 30, 2025, an increase of $11.2 million compared to $64.6 million for the nine months ended September 30, 2024.

The increase was primarily due to a decrease in cost of revenues of $8.7 million driven by lower repair and maintenance costs and lower variable expenses and an increase in third-party revenues of $3.0 million.

Operating income for our retail segment was $55.8 million for the nine months ended September 30, 2025, an increase of $10.5 million compared to $45.3 million for the nine months ended September 30, 2024.

The increase in operating income was primarily due to a decrease in operating expenses, excluding D&A, of $4.5 million driven by decreases in employee costs, repairs and maintenance expenses, and outside services costs.

Other impacts include a $2.8 million increase in fuel margins, a $1.5 million increase in merchandise margins and a $1.2 million increase driven by higher fuel sales volumes.

Adjusted Gross Margin

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

For the three months ended June 30, 2025, our refining Adjusted Gross Margin was $231.8 million, an increase of $55.2 million compared to $176.6 million for the three months ended June 30, 2024.

The increase was primarily driven by a $58.4 million increase in crack spreads and other factors described below.

• Adjusted Gross Margin for the Montana refinery increased by $5.41 per barrel from $16.89 per barrel during the three months ended June 30, 2024, to $22.30 per barrel during the three months ended June 30, 2025.

The increase in Adjusted Gross Margin was primarily due to favorable crack spreads, favorable impacts from realized derivatives, and lower inventory financing fees, partially offset by unfavorable changes in feedstock costs and an increase in environmental costs primarily driven by current period production.

The Montana Index improved $1.14 per barrel, or 6%, in the second quarter of 2025 compared to the comparable period in 2024.

• Adjusted Gross Margin for the Washington refinery increased by $6.80 per barrel from $4.67 per barrel during the three months ended June 30, 2024, to $11.47 per barrel during the three months ended June 30, 2025.

The increase was primarily due to favorable crack spreads, partially offset by an increase in environmental costs primarily driven by current period production and unfavorable changes in crude oil differentials and feedstock costs.

The Washington Index improved $8.12 per barrel, or 112%, in the second quarter of 2025 compared to the comparable period in 2024.

WTI pricing declined $16.98, or 21%, in the second quarter of 2025 compared to the comparable period in 2024.

• Adjusted Gross Margin for the Hawaii refinery increased by $0.11 per barrel from $10.07 per barrel during the three months ended June 30, 2024, to $10.18 per barrel during the three months ended June 30, 2025.

The increase in Adjusted Gross Margin was primarily due to higher crack spreads, lower purchased product costs, and lower inventory financing fees, partially offset by higher feedstock costs.

The Hawaii Index improved $1.16 per barrel, or 16%, in the second quarter of 2025 compared to the comparable period in 2024.

• Adjusted Gross Margin for the Wyoming refinery increased by $3.83 per barrel from $14.74 per barrel during the three months ended June 30, 2024, to $18.57 per barrel during the three months ended June 30, 2025.

The increase was primarily driven by higher crack spreads.

The Wyoming Index improved $3.96 per barrel, or 23%, in the second quarter of 2025 compared to the comparable period in 2024.

For the three months ended June 30, 2025, our logistics Adjusted Gross Margin was $34.4 million, an increase of $3.6 million compared to $30.8 million for the three months ended June 30, 2024.

The increase is primarily due to decreases in repair and maintenance expenses, lower variable expenses, an increase in third-party revenues of $1.8 million in the three months ended June 30, 2025, partially offset by a decrease of $3.1 million related to lower throughput as a result of the Wyoming operational incident and lower gross margins on our marine assets in Hawaii.

For the three months ended June 30, 2025, our retail Adjusted Gross Margin was $43.6 million, an increase of $2.0 million compared to $41.6 million for the three months ended June 30, 2024.

The increase was primarily due to a $1.2 million increase in fuel margins and $0.7 million increase in merchandise margins in the three months ended June 30, 2025, compared to the comparable period in 2024.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

For the six months ended June 30, 2025, our refining Adjusted Gross Margin was $336.1 million, a decrease of $47.6 million compared to $383.7 million for the six months ended June 30, 2024.

The decrease was primarily driven by a decrease of $108.2 million related to unfavorable feedstock costs and a $34.8 million increase in environmental costs driven by current period production, partially offset by a $47.0 million decrease in purchased product costs and other factors as described below.

• Adjusted Gross Margin for the Hawaii refinery decreased by $2.45 per barrel from $12.02 per barrel during the six months ended June 30, 2024, to $9.57 per barrel during the six months ended June 30, 2025.

The decrease was primarily due to lower crack spreads, unfavorable changes in crude oil differentials, unfavorable realized derivatives, and higher environmental costs as discussed above, partially offset by lower purchased product costs, and favorable intermediation costs.

The Hawaii Index declined $1.39 per barrel, or 14%, and yield increased 1%.

The Singapore 3.1.2 Product Crack declined $2.24 per barrel, or 14%.

• Adjusted Gross Margin for the Wyoming refinery increased by $4.18 per barrel from $14.83 per barrel during the six months ended June 30, 2024, to $19.01 per barrel during the six months ended June 30, 2025.

The increase was primarily driven by higher crack spreads.

The Wyoming Index improved $3.52 per barrel, or 20%.

• Adjusted Gross Margin for the Montana refinery decreased by $2.18 per barrel from $15.20 per barrel during June 30, 2024, to $13.02 per barrel during the six months ended June 30, 2025.

The decrease was primarily due to higher feedstock costs and higher environmental costs as discussed above, partially offset by improving crack spreads.

Three months ended September 30, 2025 compared to the three months ended September 30, 2024

For the three months ended September 30, 2025, our refining Adjusted Gross Margin was $450.3 million, an increase of $308.1 million compared to $142.2 million for the three months ended September 30, 2024.

The increase was primarily driven by an SRE benefit of $202.6 million and a $116.9 million increase in crack spreads, partially offset by unfavorable feedstock costs and other factors described below.

• Adjusted Gross Margin for the Montana refinery increased by $14.99 per barrel from $12.42 per barrel during the three months ended September 30, 2024, to $27.41 per barrel, including an SRE impact of $10.75 per barrel, during the three months ended September 30, 2025.

The increase in Adjusted Gross Margin was primarily due to an SRE benefit of $57.6 million, favorable crack spreads and impacts from realized derivatives, partially offset by unfavorable changes in feedstock costs.

The Montana Index improved $2.67 per barrel, or 17%, in the third quarter of 2025 compared to the comparable period in 2024.

The Montana 6.3.2.1 Product Crack improved $4.29 per barrel, or 16%.

• Adjusted Gross Margin for the Washington refinery increased by $30.70 per barrel from $1.76 per barrel during the three months ended September 30, 2024, to $32.46 per barrel, including a SRE benefit impact of $20.96 per barrel, during the three months ended September 30, 2025.

The increase in Adjusted Gross Margin was primarily due to an SRE benefit of $74.4 million and favorable crack spreads, partially offset by unfavorable changes in feedstock costs.

The Washington Index improved $12.19 per barrel, or 273%, in the third quarter of 2025 compared to the comparable period in 2024.

The Washington 3.1.1.1 Product Crack improved $13.52 per barrel, or 107%.

• Adjusted Gross Margin for the Hawaii refinery increased by $5.30 per barrel from $6.10 per barrel during the three months ended September 30, 2024, to $11.40 per barrel during the three months ended September 30, 2025.

The increase in Adjusted Gross Margin was primarily due to favorable purchased product costs and higher crack spreads, partially offset by unfavorable changes in feedstock costs and realized derivatives.

The Hawaii Index improved $5.78 per barrel, or 129%, in the third quarter of 2025 compared to the comparable period in 2024.

The Singapore 3.1.2 Product Crack improved $5.34 per barrel, or 49%.

• Adjusted Gross Margin for the Wyoming refinery increased by $44.57 per barrel from $13.65 per barrel during the three months ended September 30, 2024, to $58.22 per barrel, including an SRE benefit impact of $40.12 per barrel, during the three months ended September 30, 2025.

The increase in Adjusted Gross Margin was primarily driven by an SRE benefit of $70.5 million.

The Wyoming Index improved $2.31 per barrel, or 13%, in the third quarter of 2025 compared to the comparable period in 2024.

The Wyoming 2.1.1 Product Crack improved $1.99 per barrel or 10%.

For the three months ended September 30, 2025, our logistics Adjusted Gross Margin was $43.0 million, an increase of $6.7 million compared to $36.3 million for the three months ended September 30, 2024.

The increase is primarily due to an increase in third-party revenues of $2.1 million and lower repair and maintenance and variable expenses of $2.6 million.

For the three months ended September 30, 2025, our retail Adjusted Gross Margin was $43.5 million, an increase of $0.9 million compared to $42.6 million for the three months ended September 30, 2024.

The increase was primarily due to a $0.9 million increase in merchandise margins in the three months ended September 30, 2025, compared to the comparable period in 2024.

Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

For the nine months ended September 30, 2025, our refining Adjusted Gross Margin was $786.4 million, an increase of $260.5 million compared to $525.9 million for the nine months ended September 30, 2024.

The increase was primarily driven by an SRE benefit of $202.6 million, and a $106.5 million increase in crack spreads, and other factors as described below.

• Adjusted Gross Margin for the Hawaii refinery improved by $0.12 per barrel from $10.06 per barrel during the nine months ended September 30, 2024, to $10.18 per barrel during the nine months ended September 30, 2025.

The increase was primarily due to lower purchased product costs, favorable intermediation costs, partially offset by

unfavorable changes in feedstock costs and lower realized crack spreads due to product mix.

The Hawaii Index improved $1.02 per barrel, or 13%, and yield increased 1%.

The Singapore 3.1.2 Product Crack improved $0.31 per barrel, or 2%.

• Adjusted Gross Margin for the Wyoming refinery increased by $24.00 per barrel from $14.42 per barrel during the nine months ended September 30, 2024, to $38.42 per barrel, including an SRE benefit impact of $19.86 per barrel, during the nine months ended September 30, 2025.

The increase was primarily driven by an SRE benefit of $70.5 million.

The Wyoming Index improved $3.12 per barrel, or 18%.The Wyoming 2.1.1 Product Crack improved $3.01 per barrel or 16%.

• Adjusted Gross Margin for the Montana refinery increased by $4.35 per barrel from $14.15 per barrel during the nine months ended September 30, 2024, to $18.50 per barrel, including an SRE benefit impact of $4.10 per barrel, during the nine months ended September 30, 2025.

The increase was primarily due to an SRE benefit of $57.6 million, favorable realized derivatives impacts, and improved crack spreads, partially offset by unfavorable changes in feedstock costs.

The Montana Index declined $2.02 per barrel, or 12%.

The Montana 6.3.2.1 Product Crack improved $1.92 per barrel, or 8%.

• Adjusted Gross Margin for the Washington refinery increased by $1.64 per barrel from $5.30 per barrel during the six months ended June 30, 2024 to $6.94 per barrel during the six months ended June 30, 2025.

The increase was primarily due to improving crack spreads, partially offset by higher environmental costs as discussed above, and unfavorable changes in feedstock costs.

• Adjusted Gross Margin for the Washington refinery increased by $11.36 per barrel from $4.03 per barrel during the nine months ended September 30, 2024 to $15.39 per barrel, including an SRE benefit impact of $6.94 per barrel, during the nine months ended September 30, 2025.

The increase was primarily due to an SRE benefit of $74.4 million and improved crack spreads, partially offset by unfavorable changes in feedstock costs.

The Washington Index improved $6.49 per barrel, or 115%.

The Washington 3.1.1.1 Product Crack improved $7.53 per barrel, or 57%.

For the six months ended June 30, 2025, our logistics Adjusted Gross Margin was $68.4 million, an increase of $5.7 million compared to $62.7 million for the six months ended June 30, 2024.

The increase was primarily due to higher marine revenues, lower variable expenses, and decreases in repair and maintenance expenses, partially offset by lower throughput driven by the 2025 Wyoming operational incident.

For the six months ended June 30, 2025, our retail Adjusted Gross Margin was $83.4 million, an increase of $4.7 million compared to $78.7 million for the six months ended June 30, 2024.

The increase was primarily due to a $4.2 million increase in fuel margins and an 8% increase in merchandise margins.

For the nine months ended September 30, 2025, our logistics Adjusted Gross Margin was $111.4 million, an increase of $12.4 million compared to $99.0 million for the nine months ended September 30, 2024.

The increase was primarily due to a decrease of $8.7 million in cost of revenues driven by lower repair and maintenance costs and lower variable expenses, partially offset by lower throughput driven by the 2025 Wyoming operational incident.

For the nine months ended September 30, 2025, our retail Adjusted Gross Margin was $126.9 million, an increase of $5.6 million compared to $121.3 million for the nine months ended September 30, 2024.

The increase was primarily due to a $2.8 million increase in fuel margins, a $1.5 million increase in merchandise margins and a 1% increase in sales volumes.

Discussion of Consolidated Results

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

For the three months ended June 30, 2025, revenues were $1.9 billion, a $0.1 billion decrease compared to $2.0 billion for the three months ended June 30, 2024.

The decrease was primarily driven by lower refining revenue due to a $0.3 billion decrease related to lower crude oil prices, partially offset by a 7.0% increase in sales volumes and a $0.1 billion increase due to higher average product crack spreads.

Average Brent crude oil prices decreased 22% and average WTI crude oil prices decreased 21% as compared to the prior period.

The Combined Index increased 26% compared to the second quarter of 2024.

Three months ended September 30, 2025 compared to the three months ended September 30, 2024

For the three months ended September 30, 2025, revenues were $2.0 billion, a $0.1 billion decrease compared to $2.1 billion for the three months ended September 30, 2024.

The decrease was primarily driven by lower refining revenue due to a $0.2 billion decrease related to lower crude oil prices and a 4% decrease in sales volumes, partially offset by a $0.1 billion increase due to higher average product crack spreads.

Average WTI crude oil prices decreased 14% and average Brent crude oil prices decreased 13% as compared to the prior period.

The Combined Index increased 66% compared to the third quarter of 2024.

Revenues at our retail segment increased $1.1 million primarily due to a 2% increase in fuel sales volumes.

Please read our key operating statistics for further information.

Revenues at our retail segment decreased $6.2 million primarily due to a 6% decline in fuel sales prices.

Cost of Revenues (Excluding Depreciation).

For the three months ended June 30, 2025, cost of revenues (excluding depreciation) was $1.6 billion, a decrease of $0.2 billion when compared to $1.8 billion for the three months ended June 30, 2024.

The decrease was primarily driven by lower crude oil prices as discussed above and favorable derivative activity, partially offset by unfavorable feedstock and environmental costs and a 7.0% increase in refined product sales.

Please read Note 8—Inventory Financing Agreements for more information on the Supply and Offtake Agreement terminations.

For the three months ended September 30, 2025, cost of revenues (excluding depreciation) was $1.5 billion, a decrease of $0.4 billion when compared to $1.9 billion for the three months ended September 30, 2024.

The decrease was primarily driven by a $0.2 billion benefit related to SREs granted for the 2019 through 2024 compliance years and lower crude oil prices, as discussed above.

Operating Expense (Excluding Depreciation).

For the three months ended June 30, 2025, operating expense (excluding depreciation) was $148.7 million, a $4.6 million increase when compared to $144.1 million for the three months ended June 30, 2024.

The increase was driven by higher repair and maintenance costs in response to our Wyoming operational incident, partially offset by a decrease in retail employee costs.

For the three months ended September 30, 2025, operating expense (excluding depreciation) was $140.0 million, a $7.0 million decrease when compared to $147.0 million for the three months ended September 30, 2024.

The decrease was primarily driven by a $14.1 million decrease related to our Montana operations, primarily lower repair and maintenance costs, lower materials and supplies costs, lower travel and entertainment expenses, and lower utility expenses, partially offset by an increase in other operating and employee costs.

Depreciation and Amortization .

For the three months ended June 30, 2025, D&A was $34.7 million, an increase of $2.6 million compared to $32.1 million for the three months ended June 30, 2024.

The increase was primarily driven by a $4.6 million increase in Montana deferred turnaround asset amortization, partially offset by a $2.4 million decrease at the Hawaii refinery reflecting fully amortized turnaround assets.

The Montana refinery completed turnarounds in 2024 and 2025;

our Hawaii refinery last completed a turnaround in 2020.

For the three months ended September 30, 2025, D&A was $36.3 million, an increase of $4.4 million compared to $31.9 million for the three months ended September 30, 2024.

The increase was primarily driven by a $4.0 million increase in Montana deferred turnaround asset amortization.

We completed turnarounds at the Montana refinery in 2024 and 2025.

General and Administrative Expense (Excluding Depreciation).

For the three months ended June 30, 2025, general and administrative expense (excluding depreciation) was $23.6 million, relatively consistent with $23.2 million for the three months ended June 30, 2024.

For the three months ended September 30, 2025, general and administrative expense (excluding depreciation) was $24.2 million, an increase of $1.8 million compared to $22.4 million for the three months ended September 30, 2024, primarily driven by higher employee costs, partially offset by lower renewable project costs within general administrative expenses.

Equity Earnings From Refining and Logistics Investments.

During the three months ended June 30, 2025, Equity earnings from refining and logistics investments, related to YELP and YPLC, were $7.3 million, an increase of $3.6 million compared to $3.7 million for the three months ended June 30, 2024.

For the three months ended June 30, 2025, our

proportionate share of YELP’s net income and YPLC’s net income was $5.8 million and $1.8 million, respectively.

For the three months ended June 30, 2024, our proportionate share of YELP’s net income and YPLC’s net income was $2.3 million and $1.8 million, respectively.

During the three months ended September 30, 2025, Equity earnings from refining and logistics investments, related to YELP and YPLC, were $6.4 million, an increase of $3.4 million compared to $3.0 million for the three months ended September 30, 2024.

For the three months ended September 30, 2025, our proportionate share of YELP’s net income and YPLC’s net income was $4.2 million and $2.5 million, respectively.

For the three months ended September 30, 2024, our proportionate share of YELP’s net income and YPLC’s net income was $1.4 million and $1.9 million, respectively.

Please read Note 3—Refining and Logistics Equity Investments for further information.

Acquisition and Integration Costs.

For the three months ended September 30, 2025, we incurred $2.0 million of acquisition and integration costs, primarily related to the establishment of the renewable fuels facility joint venture.

For the three months ended September 30, 2024, we incurred an immaterial amount of acquisition and integration costs.

Please read Recent Events Affecting Comparability of Periods - Renewable Fuels Facility Joint Venture and Note 19—Subsequent Events for further information.

Par West Redevelopment and Other Costs.

For the three months ended June 30, 2025, Par West redevelopment and other costs were $4.7 million, an increase of $1.6 million compared to $3.1 million for the three months ended June 30, 2024, primarily due to an increase in redevelopment activities.

Loss (Gain) on Sale of Assets, Net.

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

For the three months ended June 30, 2024, the loss on sale of assets, net was immaterial.

For the three months ended September 30, 2025, Par West redevelopment and other costs were $4.5 million, an increase of $0.5 million compared to $4.0 million for the three months ended September 30, 2024, primarily due to an increase in redevelopment activities.

Interest Expense and Financing Costs, Net .

For the three months ended June 30, 2025, our interest expense and financing costs were $22.1 million, an increase of $1.7 million compared to $20.4 million for the three months ended June 30, 2024, primarily due to an increase in interest expense related to higher outstanding balances under our ABL Credit Facility.

Under our previous Supply and Offtake agreement, terminated in May 2024, inventory financing costs were included in Cost of Sales.

Please read Note 8—Inventory Financing Agreements and Note 10—Debt for further information.

Debt Extinguishment and Commitment Costs.

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

For the three months ended June 30, 2024, we incurred $1.4 million of debt extinguishment and commitment costs related to the repricing of our Term Loan Credit Agreement, the termination of our LC Facility, and the expiration of our Supply and Offtake Agreement in the second quarter of 2024.

Please read Note 8—Inventory Financing Agreements and Note 10—Debt for further information.

For the three months ended September 30, 2025, our interest expense and financing costs were $21.3 million, a decrease of $2.1 million compared to $23.4 million for the three months ended September 30, 2024, primarily due to lower interest expense and fees related to our ABL credit facility driven by a decrease in interest rates.

This was partially offset by higher interest expense related to our Term Loan Credit Agreement and interest expense related to our Product Financing Agreement, which closed in June 2025.

Equity earnings (losses) from Laramie Energy, LLC.

For the three months ended June 30, 2025, Equity earnings from Laramie Energy, LLC were $1.9 million compared to Equity losses from Laramie Energy, LLC of $1.4 million for the three months ended June 30, 2024.

For the three months ended June 30, 2025, the accretion of basis difference was $1.6 million, and our proportionate share of Laramie Energy’s net income was $0.2 million.

For three months ended June 30, 2024, our proportionate share of Laramie Energy’s net loss was $3.0 million, partially offset by the accretion of basis difference of $1.6 million.

For the three months ended September 30, 2025, Equity earnings from Laramie Energy, LLC were $8.2 million compared to Equity losses from Laramie Energy, LLC of $0.3 million for the three months ended September 30, 2024.

For the three months ended September 30, 2025, our proportionate share of Laramie Energy’s net income was $6.6 million and the accretion of basis difference was $1.6 million.

For three months ended September 30, 2024, our proportionate share of Laramie Energy’s net loss was $2.0 million, partially offset by the accretion of basis difference of $1.6 million.

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

Income Taxes.

For the three months ended June 30, 2025, our income tax expense was $16.9 million, an increase of $10.2 million compared to $6.7 million for three months ended June 30, 2024, primarily related to our second quarter of 2025 pre-tax net income.

For the three months ended September 30, 2025, our income tax expense was $82.7 million, an increase of $76.2 million compared to $6.5 million for three months ended September 30, 2024, primarily related to our higher third quarter of 2025 pre-tax net income.

Please read Note 17—Income Taxes for further discussion.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

For the six months ended June 30, 2025, revenues were $3.6 billion, a $0.4 billion decrease compared to $4.0 billion for the six months ended June 30, 2024.

The decrease was primarily driven by lower refining revenue due to a $0.4 billion decrease reflecting lower crude prices and a $0.1 billion decrease related to the Wyoming operational incident in the first quarter of 2025, partially offset by an 8% increase and a 4% in sales volumes at our Washington and Hawaii refineries, respectively.

Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

For the nine months ended September 30, 2025, revenues were $5.7 billion, a $0.4 billion decrease compared to $6.1 billion for the nine months ended September 30, 2024.

The decrease was primarily driven by lower refining revenue due to a $0.5 billion decrease related to lower crude oil prices.

Average Brent crude oil prices decreased 15% and average WTI crude oil prices decreased 14% as compared to the prior period.

The Combined Index increased 10% as compared to the prior period.

Revenues at our retail segment decreased $8.8 million, primarily due to a 4% decrease in fuel prices, partially offset by a 1% increase in fuel sales volumes and a 1% increase in merchandise revenue.

Please read our key operating statistics for further information.

Revenues at our retail segment decreased $9.9 million primarily due to a 5% decrease in fuel prices, partially offset by a 6% increase in merchandise revenue.

Cost of Revenues (Excluding Depreciation).

For the six months ended June 30, 2025, cost of revenues (excluding depreciation) was $3.2 billion, a $0.3 billion decrease compared to $3.5 billion for the six months ended June 30, 2024, primarily driven by lower crude oil prices, as discussed above, partially offset by unfavorable feedstock costs.

For the nine months ended September 30, 2025, cost of revenues (excluding depreciation) was $4.6 billion, an $0.8 billion decrease compared to $5.4 billion for the nine months ended September 30, 2024, primarily driven by crude oil prices, as discussed above, and an SRE benefit of $0.2 billion related to SREs granted for the 2019 through 2024 compliance years, partially offset by unfavorable feedstock costs.

Operating Expense (Excluding Depreciation).

For the six months ended June 30, 2025, operating expense (excluding depreciation) was $292.8 million, a decrease of $4.5 million compared to $297.3 million for the six months ended June 30, 2024.

The decrease was primarily driven by lower operating expenses at our Montana refinery, which had two turnarounds in 2024 and one turnaround in 2025, and lower employee costs and repairs and maintenance costs at our Retail segment, partially offset by higher repair and maintenance costs and employee costs in response to our Wyoming operational incident.

For the nine months ended September 30, 2025, operating expense (excluding depreciation) was $432.9 million, a decrease of $11.5 million compared to $444.4 million for the nine months ended September 30, 2024.

The decrease was primarily driven by lower operating expenses at our Montana refinery, which had two turnarounds in 2024 and one turnaround in 2025, partially offset by higher operating expenses at our Wyoming refinery driven by our response to the operational incident in the first quarter of 2025.

Other factors include lower outside services costs,

environmental expenses, utilities expenses, materials and supplies, and other operating costs, partially offset by higher rent expenses and employee costs.

Depreciation and Amortization .

For the six months ended June 30, 2025, D&A was $71.3 million, an increase of $6.5 million compared to $64.8 million for the six months ended June 30, 2024.

The increase was primarily driven by an $8.9 million increase in Montana and a $2.9 million increase in Wyoming related to equipment damaged as a result of the February 2025 operational incident, partially offset by a $4.8 million decrease in D&A from our Hawaii Refinery reflecting fully

amortized turnaround assets.

For the nine months ended September 30, 2025, D&A was $107.6 million, an increase of $10.9 million compared to $96.7 million for the nine months ended September 30, 2024.

The increase was primarily driven by a $12.8 million increase in Montana and a $3.1 million increase in Wyoming related to equipment damaged as a result of the February 2025 operational incident, partially offset by a $4.8 million decrease in D&A at our Hawaii Refinery reflecting fully amortized turnaround assets.

The Montana refinery completed turnarounds in 2024 and 2025;

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General and Administrative Expense (Excluding Depreciation).

For the six months ended June 30, 2025, general and administrative expense (excluding depreciation) was $47.9 million, a decrease of $17.0 million compared to $64.9 million for the six months ended June 30, 2024.

For the nine months ended September 30, 2025, general and administrative expense (excluding depreciation) was $72.1 million, a decrease of $15.2 million compared to $87.3 million for the nine months ended September 30, 2024.

The decrease was primarily due to $13.1 million of stock based compensation expenses related to CEO transition costs in the first quarter of 2024 with no similar 2025 expenses and lower renewable project costs of $7.5 million.

Other factors include lower information technology expenses, outside services costs, and travel and entertainment expenses, partially offset by higher employee costs and current year severance costs.

Equity Earnings From Refining and Logistics Investments.

For the six months ended June 30, 2025, equity earnings from refining and logistics investments were $14.8 million, an increase of $5.0 million compared to $9.8 million for the six months ended June 30, 2024.

For the six months ended June 30, 2025, our proportionate share of YELP’s net income and YPLC’s net income was $11.5 million and $4.0 million, respectively.

For the six months ended June 30, 2024, our proportionate share of YELP’s net income and YPLC’s net income was $6.8 million and $3.7 million, respectively.

For the nine months ended September 30, 2025, equity earnings from refining and logistics investments were $21.2 million, an increase of $8.4 million compared to $12.8 million for the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, our proportionate share of YELP’s net income and YPLC’s net income was $15.7 million and $6.4 million, respectively.

For the nine months ended September 30, 2024, our proportionate share of YELP’s net income and YPLC’s net income was $8.2 million and $5.6 million, respectively.

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

Acquisition and Integration Costs.

For the nine months ended September 30, 2025, we incurred $2.0 million of acquisition and integration costs, primarily related to the establishment of the renewable fuel facility joint venture.

For the nine months ended September 30, 2024, we incurred an immaterial amount of acquisition and integration costs.

Please read Recent Events Affecting Comparability of Periods - Renewable Fuels Facility Joint Venture and Note 19—Subsequent Events for further information.

Par West Redevelopment and Other Costs.

For the six months ended June 30, 2025, Par West redevelopment and other costs were $8.7 million, an increase of $3.7 million compared to $5.0 million for the six months ended June 30, 2024, associated with the operation and decommissioning of our Par West facility.

For the nine months ended September 30, 2025, Par West redevelopment and other costs were $13.2 million, an increase of $4.2 million compared to $9.0 million for the nine months ended September 30, 2024.

The increase was primarily due to an increase in redevelopment activities.

Loss (Gain) on Sale of Assets, Net.

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

For the six months ended June 30, 2024, the loss on sale of assets, net was immaterial.

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

For the nine months ended September 30, 2024, the loss on sale of assets, net was immaterial.

Interest Expense and Financing Costs, Net .

For the six months ended June 30, 2025, our interest expense and financing costs were $44.0 million, an increase of $5.7 million compared to $38.3 million for the six months ended June 30, 2024, primarily due to an increase in interest expense due to higher outstanding balances under our ABL Credit Facility, costs associated with our interest rate derivatives, and lower interest income from our investment accounts, partially offset by lower interest expense and financing costs under our Supply and Offtake Agreement, terminated in May 2024, and lower interest expense and financing costs related to our LC Facility.

For the nine months ended September 30, 2025, our interest expense and financing costs were $65.2 million, an increase of $3.5 million compared to $61.7 million for the nine months ended September 30, 2024, primarily due to an increase in interest expense due to higher outstanding balances under our ABL Credit Facility, costs associated with our interest rate derivatives, lower interest income from our investment accounts, and higher interest expense related to our Term Loan Credit Agreement, partially offset by lower interest expense and financing costs under our Supply and Offtake Agreement, and our LC Facility, both terminated in May 2024.

Other increases include higher interest expense and financing fees under our Inventory Intermediation Agreement and interest expense related to our Product Financing Agreement, which closed in June 2025.

Please read Note 8—Inventory Financing Agreements and Note 10—Debt for further information.

Debt Extinguishment and Commitment Costs.

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

For the six months ended June 30, 2024, we incurred debt extinguishment and commitment costs of $1.4 million related to the repricing of our Term Loan Credit Agreement, the termination of our LC Facility, and the expiration of our Supply and Offtake Agreement in the second quarter of 2024.

During the nine months ended September 30, 2025, we incurred an immaterial amount of debt extinguishment and commitment costs.

For the nine months ended September 30, 2024, we incurred debt extinguishment and commitment costs of $1.4 million related to the repricing of our Term Loan Credit Agreement, the termination of our LC Facility, and the expiration of our Supply and Offtake Agreement in the second quarter of 2024.

Please read Note 8—Inventory Financing Agreements and Note 10—Debt for further information.

Other Expense, Net .

For the six months ended June 30, 2025, other expense was $0.5 million, a decrease of $2.2 million compared to $2.7 million of other expense for the six months ended June 30, 2024.

For the nine months ended September 30, 2025, other expense was $0.6 million, a decrease of $0.8 million compared to $1.4 million of other expense for the nine months ended September 30, 2024.

The decrease was primarily due to $1.5 million of 2024 legal expenses unrelated to operating activities with no similar 2025 expenses.

Equity Earnings from Laramie Energy, LLC.

For the six months ended June 30, 2025, Equity earnings from Laramie Energy, LLC were $2.6 million, a decrease of $0.6 million compared to $3.2 million for the six months ended June 30, 2024.

For the six months ended June 30, 2025, the accretion of basis difference was $3.2 million, partially offset by our proportionate share of Laramie Energy’s net loss of $0.6 million.

For the six months ended June 30, 2024, the accretion of basis was $3.2 million, partially offset by our proportionate share of Laramie Energy’s net loss which was immaterial.

For the nine months ended September 30, 2025, Equity earnings from Laramie Energy, LLC were $10.8 million, an increase of $7.9 million compared to $2.9 million for the nine months ended

September 30, 2024.

For the nine months ended September 30, 2025, our proportionate share of Laramie Energy’s net income was $5.9 million and the accretion of basis difference was $4.8 million.

For the nine months ended September 30, 2024, the accretion of basis was $4.8 million, partially offset by our proportionate share of Laramie Energy’s net loss of $2.0 million.

On April 29, 2024, Laramie Energy made a one-time cash distribution to its owners, including us, based on ownership percentage.

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Income Taxes.

For the six months ended June 30, 2025, income tax expense was $10.0 million, an increase of $6.0 million compared to $4.0 million for the six months ended June 30, 2024, primarily related to our 2025 pre-tax net income.

For the nine months ended September 30, 2025, income tax expense was $92.7 million, an increase of $82.2 million compared to $10.5 million for the nine months ended September 30, 2024, primarily related to our higher 2025 pre-tax net income.

Please read Note 17—Income Taxes for further discussion.

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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 June 30, 2025

As of September 30, 2025

Parent Guarantor Par Borrower and Subsidiaries

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Total liabilities and stockholders’ equity $ 1,397,310 $ 3,569,158 $ (1,137,097) $ 3,829,371

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Parent Guarantor Par Borrower and Subsidiaries

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Adjusted EBITDA $ (6,262) $ 370,802 $ 7,941 $ 372,481

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Parent Guarantor Par Borrower and Subsidiaries

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Adjusted EBITDA $ (7,210) $ 54,110 $ 4,528 $ 51,428

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

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

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Adjusted EBITDA $ (20,603) $ 515,667 $ 25,392 $ 520,456

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

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

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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.

(2) The acquisition and integration expense related to the Billings Acquisition was pushed down from the Parent Guarantor to the Issuer and Subsidiaries upon consummation of the transaction.

Non-GAAP Financial Measures

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The following tables present a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income, on a historical basis for the periods indicated (in thousands):

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Parent Guarantor Par Borrower and Subsidiaries

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Unrealized loss (gain) on derivatives — (3,840) — (3,840)

Acquisition and integration costs 1,973 — — 1,973

Par West redevelopment and other costs — 4,525 — 4,525

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Loss (gain) on sale of assets, net

— (1,226) — (1,226)

Equity earnings from Laramie Energy, LLC, excluding cash distributions — — (8,202) (8,202)

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Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments — — 2,110 2,110

Income tax expense

Income tax expense (benefit)

— 82,741 (35) 82,706

Adjusted EBITDA (1) $ (6,262) $ 370,802 $ 7,941 $ 372,481

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Parent Guarantor Par Borrower and Subsidiaries

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Environmental obligation mark-to-market adjustments — (4,432) — (4,432)

Unrealized loss on derivatives — 21,104 — 21,104

Unrealized loss (gain) on derivatives — (31,196) — (31,196)

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

Par West redevelopment and other costs — 4,006 — 4,006

Debt extinguishment and commitment costs — 1,418 — 1,418

Severance costs and other non-operating expense (2)

(1,490) — — (1,490)

Loss (gain) on sale of assets, net — 63 — 63

Equity losses from Laramie Energy, LLC, excluding cash distirbutions — — 336 336

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19 22,892 (85) 22,826

Laramie Energy, LLC cash distributions to Par — — (1,485) (1,485)

Equity losses (income) from subsidiaries (13,663) — 13,663 —

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments — — 1,519 1,519

Income tax expense (benefit) — 6,960 (293) 6,667

Income tax expense — 4,682 1,778 6,460

Adjusted EBITDA (1) $ (7,210) $ 54,110 $ 4,528 $ 51,428

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

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

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Severance costs and other non-operating expense (2) 210 1,126 — 1,336

210 1,068 — 1,278

Loss (gain) on sale of assets, net — (1,202) — (1,202)

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Adjusted EBITDA (1) $ (20,603) $ 515,667 $ 25,392 $ 520,456

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

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

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Severance costs and other non-operating expense (2) 7,354 7,294 — 14,648

8,844 7,294 — 16,138

Par’s share of Laramie Energy’s unrealized gain on derivatives (2) — — (1,718) (1,718)

Equity earnings from Laramie Energy, LLC, excluding cash distributions — — (1,382) (1,382)

Depreciation and amortization 1,164 95,375 140 96,679

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(1) Please read the Non-GAAP Performance Measures and Adjusted Net Income (Loss) and Adjusted EBITDA discussions above for information regarding the components of Adjusted Net Income (Loss) and Adjusted EBITDA.

(2) For the six months ended June 30, 2025 and 2024, we incurred $0.3 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively.

For the six months ended June 30, 2024, we incurred $2.3 million for an estimated legal settlement unrelated to current operating activities.

(2) For the nine months ended September 30, 2025 and 2024, we incurred $0.3 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively.

For the nine months ended September 30, 2024, we incurred $2.3 million for an estimated legal settlement unrelated to current operating activities.

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 June 30, 2025, was $647.0 million, consisting of $169.2 million of cash and cash equivalents and $477.8 million of availability under the ABL Credit Facility.

Generally, the primary uses of our capital resources have been in the operations of our refining and retail segments, for payments related to acquisitions, and to repay or refinance indebtedness.

Our liquidity position as of September 30, 2025, was $735.2 million, consisting of $159.1 million of cash and cash equivalents and $576.1 million of availability under the ABL Credit Facility.

Generally, the primary uses of our capital resources have been in the operations of our refining and retail segments, for payments related to acquisitions, to repay or refinance indebtedness and to repurchase shares of our common stock.

We believe our cash flows from operations and available capital resources will be sufficient to meet our current capital and turnaround expenditures, working capital, and debt service requirements for the next 12 months.

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The Term Loan Credit Agreement may also require annual prepayments of principal with a variable percentage of our excess cash flow, 50%, 25%, or 0% depending on our consolidated year end secured leverage ratio (as defined in the Term Loan Credit Agreement).

The following table summarizes cash activities for the six months ended June 30, 2025 and 2024 (in thousands):

Six Months Ended June 30,

The following table summarizes cash activities for the nine months ended September 30, 2025 and 2024 (in thousands):

Nine Months Ended September 30,

Net cash provided by operating activities $ 351,537 $ 99,242

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Net cash used in financing activities (265,343) (109,047)

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 primarily driven 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.

Cash flows for the nine months ended September 30, 2025

Net cash provided by operating activities for the nine months ended September 30, 2025, was primarily driven by net income of $291.7 million, non-cash charges to operations and non-operating items of approximately $141.1 million, and net cash used for changes in operating assets and liabilities of approximately $81.3 million.

Non-cash charges to operations and non-operating items consisted primarily of the following adjustments:

• depreciation and amortization expenses of $107.6 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,

• an $81.3 million change in deferred tax assets driven by our net income during the period, and

• stock based compensation expenses of $11.8 million,

partially offset by:

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

• equity earnings of $14.8 million from our refining and logistic investments.

Net cash provided by changes in operating assets and liabilities resulted primarily from:

• 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,

• unrealized gain on derivatives contracts of $41.4 million driven by freight and inventory hedges.

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

• a $265.0 million increase in Inventories driven by the return of previously retired RINs as a result of SREs received for the 2019 through 2024 compliance years, and

• an increase in deferred turnaround expenditures of $100.0 million driven by expenditures related to Montana refinery turnaround activities,

partially offset by:

• 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.

Cash flows for the six months ended June 30, 2024

Net cash provided by operating activities for the six months ended June 30, 2024, was driven primarily by net income of $14.9 million, non-cash charges to operations and non-operating items of approximately $153.2 million, and net cash used for changes in operating assets and liabilities of approximately $147.3 million.

• an increase in environmental credit obligations of $134.4 million driven by current period production,

• a $48.9 million decrease in Accounts receivable primarily driven by timing of collections,

• a $46.5 million increase in Obligations under inventory financing agreements primarily due to increases in the step-out liability driven by higher volumes,

• a $30.1 million decrease in derivative collateral, and

• a $19.1 million decrease in prepaid insurance.

Net cash used in investing activities for the nine months ended September 30, 2025, consisted primarily of $121.3 million of additions to property, plant, and equipment driven by profit improvement and maintenance projects at our refineries, including our Hawaii renewable hydrotreater project, completed 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, primarily the sale of property in Hawaii.

Net cash used in financing activities was approximately $265.3 million for the nine months ended September 30, 2025, and consisted primarily of net repayments of debt of $166.9 million driven by ABL Credit Facility activity and repurchases of common stock of $97.3 million.

Cash flows for the nine months ended September 30, 2024

Net cash provided by operating activities for the nine months ended September 30, 2024, was driven primarily by net income of $22.4 million, non-cash charges to operations and non-operating items of approximately $172.6 million, and net cash used for changes in operating assets and liabilities of approximately $95.7 million.

Non-cash charges to operations consisted primarily of the following adjustments:

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

• a $114.0 million increase in accounts receivable primarily driven by timing of collections and sales volumes,

• a $101.3 million increase in inventories primarily related to an increase in refined product, and

• an increase in deferred turnaround expenditures of $42.2 million driven by a planned turnaround for our Montana refinery,

• an $82.5 million decrease in Obligations under inventory financing agreements primarily related to the termination of the J.

Aron Supply and Offtake agreement and a decrease in crude oil prices,

• an increase in deferred turnaround expenditures of $57.8 million driven by expenditures related to the turnaround at the Montana refinery, and

• a $57.2 million increase in accounts receivable primarily related to the timing of collections and sales volumes,

partially offset by:

• a $54.8 million decrease in prepaid and other expenses primarily related to advances to suppliers for crude purchases utilized in the first half of 2024, and a decrease in collateral for derivative instruments, and

• a net $52.0 million increase in our accounts payable, other accrued liabilities, and operating lease right-of-use assets and liabilities primarily driven by a $157.7 million increase in accounts payable partially offset by a $101.9 million decrease in environmental credit obligation liabilities.

Net cash used in investing activities for the six months ended June 30, 2024, consisted primarily of $59.5 million in additions to property, plant, and equipment driven by maintenance projects at our refineries and various profit improvement projects, partially offset by a $1.5 million cash distribution received from Laramie Energy in the second quarter of 2024.

Net cash used in financing activities was approximately $62.2 million for the six months ended June 30, 2024, and consisted primarily of the following activities:

• a $72.7 million decrease in inventories primarily related to a $51.8 million decrease in crude oil and feedstock ending inventory, and

• a $24.8 million decreases in prepaid and other expenses.

Net cash used in investing activities for the nine months ended September 30, 2024, consisted primarily of $87.9 million in additions to property, plant, and equipment driven by maintenance projects at our refineries and various profit improvement projects, partially offset by a $1.5 million cash distribution received from Laramie Energy in the second quarter of 2024.

Net cash used in financing activities was approximately $109.0 million for the nine months ended September 30, 2024, and consisted primarily of the following activities:

• payments of $547.6 million for changes in our deferred payment arrangement and the termination of our inventory financing agreement related to the expiration of our Supply and Offtake Agreement in the second quarter of 2024,

• net borrowings of debt of $392.8 million primarily driven by ABL Credit Facility activity,

• repurchases of common stock of $103.5 million in the first half of 2024, and

• deferred loan costs payments of $8.2 million related to the closing of the Inventory Intermediation Agreement, and the upsizing of the ABL Credit Facility,

• repurchases of common stock of $126.7 million, and

partially offset by:

• net borrowings of debt of $370.0 million primarily driven by activity in our ABL Credit Facility, and

• proceeds of $203.1 million received related to the step-in of the Inventory Intermediation Agreement in the second quarter of 2024.

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Critical Accounting Estimates

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

There have been no material changes to critical accounting estimates disclosed in our Annual Report on Form 10-K for the nine months ended September 30, 2025.

Forward-Looking Statements

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management’s assumptions about the impact of future events on our existing business;

the Company’s plans to invest in renewable fuels production in Hawaii through the Hawaii Renewables, LLC joint venture, as well as the commercial and other benefits anticipated from that joint venture;

the timing of renewable fuels production in Hawaii through the Hawaii Renewables, LLC joint venture, as well as the commercial and other benefits anticipated from that joint venture;

our ability to raise additional debt or equity capital;

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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