PAR PACIFIC HOLDINGS, INC. 10-Q

Item 1. FINANCIAL STATEMENTS PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share data) September 30, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 159,055 $ 191,921 Restricted cash 350 346 Total cash, cash equivalents, and restricted cash 159,405 192,267 Trade accounts receivable, net of allowances of $ 0.4 million and $ 0.4 million at September 30, 2025, and December 31, 2024, respectively 349,115 398,131 Inventories 1,351,387 1,089,318 Prepaid and other current assets 122,230 92,527 Total current assets 1,982,137 1,772,243 Property, plant, and equipment Property, plant, and equipment 1,830,999 1,730,966 Less accumulated depreciation and amortization ( 646,166 ) ( 574,657 ) Property, plant, and equipment, net 1,184,833 1,156,309 Long-term assets Operating lease right-of-use (“ROU”) assets 415,425 428,120 Refining and logistics equity investments 96,668 86,311 Investment in Laramie Energy, LLC 23,282 12,498 Intangible assets, net 8,787 9,520 Goodwill 129,275 129,275 Other long-term assets 236,175 235,095 Total assets $ 4,076,582 $ 3,829,371 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ 5,032 $ 4,885 Obligations under inventory financing agreements 240,720 194,198 Accounts payable 447,624 436,795 Accrued taxes 43,223 36,027 Operating lease liabilities 96,527 80,174 Other accrued liabilities 475,440 344,188 Total current liabilities 1,308,566 1,096,267 Long-term liabilities Long-term debt, net of current maturities 962,061 1,108,082 Finance lease liabilities 11,304 11,690 Operating lease liabilities 338,415 362,092 Other liabilities 60,174 59,938 Total liabilities 2,680,520 2,638,069 Commitments and contingencies (Note 14) Stockholders’ equity Preferred stock, $ 0.01 par value: 3,000,000 shares authorized, none issued — — Common stock, $ 0.01 par value; 500,000,000 shares authorized at September 30, 2025, and December 31, 2024, 50,253,205 shares and 55,265,421 shares issued at September 30, 2025, and December 31, 2024, respectively 502 552 Additional paid-in capital 893,686 884,548 Accumulated earnings 491,747 295,846 Accumulated other comprehensive income 10,127 10,356 Total stockholders’ equity 1,396,062 1,191,302 Total liabilities and stockholders’ equity $ 4,076,582 $ 3,829,371 See accompanying notes to the condensed consolidated financial statements. 1 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Revenues $ 2,012,936 $ 2,143,933 $ 5,651,410 $ 6,142,236 Operating expenses Cost of revenues (excluding depreciation) 1,453,697 1,905,200 4,606,536 5,422,875 Operating expense (excluding depreciation) 140,029 147,049 432,863 444,389 Depreciation and amortization 36,284 31,879 107,582 96,679 General and administrative expense (excluding depreciation) 24,242 22,399 72,133 87,322 Equity earnings from refining and logistics investments ( 6,353 ) ( 3,008 ) ( 21,172 ) ( 12,846 ) Acquisition and integration costs 1,973 ( 23 ) 1,973 68 Par West redevelopment and other costs 4,525 4,006 13,197 9,048 Loss (gain) on sale of assets, net 23 — ( 1,202 ) 114 Total operating expenses 1,654,420 2,107,502 5,211,910 6,047,649 Operating income 358,516 36,431 439,500 94,587 Other income (expense) Interest expense and financing costs, net ( 21,272 ) ( 23,402 ) ( 65,226 ) ( 61,720 ) Debt extinguishment and commitment costs — — ( 25 ) ( 1,418 ) Other income (loss), net ( 109 ) 1,253 ( 643 ) ( 1,447 ) Equity earnings (losses) from Laramie Energy, LLC 8,202 ( 336 ) 10,784 2,867 Total other expense, net ( 13,179 ) ( 22,485 ) ( 55,110 ) ( 61,718 ) Income before income taxes 345,337 13,946 384,390 32,869 Income tax expense ( 82,706 ) ( 6,460 ) ( 92,699 ) ( 10,496 ) Net income $ 262,631 $ 7,486 $ 291,691 $ 22,373 Income per share Basic $ 5.29 $ 0.13 $ 5.69 $ 0.39 Diluted $ 5.16 $ 0.13 $ 5.62 $ 0.39 Weighted-average number of shares outstanding Basic 49,633 55,729 51,237 57,283 Diluted 50,897 56,224 51,883 58,070 See accompanying notes to the condensed consolidated financial statements. 2 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (in thousands) Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Net income $ 262,631 $ 7,486 $ 291,691 $ 22,373 Other comprehensive income (loss): Other post-retirement benefits (loss), net of tax ( 76 ) ( 54 ) ( 229 ) ( 163 ) Total other comprehensive loss, net of tax ( 76 ) ( 54 ) ( 229 ) ( 163 ) Comprehensive income $ 262,555 $ 7,432 $ 291,462 $ 22,210 See accompanying notes to the condensed consolidated financial statements. 3 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net Income $ 291,691 $ 22,373 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 107,582 96,679 Debt extinguishment and commitment costs 25 1,418 Non-cash interest expense 4,734 4,202 Non-cash lower of cost and net realizable value adjustment ( 531 ) 10,224 Deferred taxes 81,267 9,237 Loss (gain) on sale of assets, net ( 1,202 ) 114 Stock-based compensation 11,761 22,485 Unrealized (gain) loss on derivative contracts ( 41,363 ) 33,756 Equity earnings from Laramie Energy, LLC ( 10,784 ) ( 2,867 ) Equity earnings from refining and logistics investments ( 21,172 ) ( 12,845 ) Dividends received from refining and logistics investments 10,815 10,160 Net changes in operating assets and liabilities: Trade accounts receivable 48,897 ( 57,237 ) Prepaid and other assets ( 4,340 ) 24,827 Inventories ( 265,048 ) 72,652 Deferred turnaround expenditures ( 100,011 ) ( 57,751 ) Obligations under inventory financing agreements 46,523 ( 82,528 ) Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities 192,693 4,343 Net cash provided by operating activities 351,537 99,242 Cash flows from investing activities: Capital expenditures ( 121,338 ) ( 87,864 ) Proceeds from sale of assets and other 2,282 60 Return of capital from Laramie Energy, LLC — 1,485 Net cash used in investing activities ( 119,056 ) ( 86,319 ) Cash flows from financing activities: Proceeds from borrowings 5,013,810 3,196,000 Repayments of borrowings ( 5,180,660 ) ( 2,826,019 ) Net borrowings (repayments) of deferred payment arrangements and receivable advances — ( 165,459 ) Payment of deferred loan costs ( 389 ) ( 8,038 ) Purchase of common stock for retirement ( 97,277 ) ( 126,683 ) Exercise of stock options ( 2,089 ) — Proceeds from inventory financing agreements 28,203 203,074 Repayments of inventory financing agreements ( 28,204 ) ( 382,143 ) Payments for debt extinguishment and commitment costs ( 25 ) ( 977 ) Other financing activities, net 1,288 1,198 Net cash used in financing activities ( 265,343 ) ( 109,047 ) Net decrease in cash, cash equivalents, and restricted cash ( 32,862 ) ( 96,124 ) Cash, cash equivalents, and restricted cash at beginning of period 192,267 279,446 Cash, cash equivalents, and restricted cash at end of period $ 159,405 $ 183,322 Supplemental cash flow information: Net cash paid for: Interest $ ( 55,657 ) $ ( 47,838 ) Taxes ( 124 ) ( 11,379 ) Non-cash investing and financing activities: Accrued capital expenditures $ 16,310 $ 31,162 ROU assets obtained in exchange for new finance lease liabilities 1,491 1,619 ROU assets obtained in exchange for new operating lease liabilities 55,860 150,308 ROU assets terminated in exchange for release from operating lease liabilities 23 41 See accompanying notes to the condensed consolidated financial statements. 4 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) (in thousands) Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Total Shares Amount Capital Earnings Income Equity Balance, December 31, 2023 59,756 $ 597 $ 860,797 $ 465,856 $ 8,174 $ 1,335,424 Stock-based compensation 327 2 16,408 — — 16,410 Purchase of common stock for retirement ( 1,013 ) ( 9 ) ( 4,251 ) ( 32,430 ) — ( 36,690 ) Other comprehensive loss — — — — ( 54 ) ( 54 ) Net loss — — — ( 3,751 ) — ( 3,751 ) Balance, March 31, 2024 59,070 590 872,954 429,675 8,120 1,311,339 Issuance of common stock for employee stock purchase plan 56 — 1,409 — — 1,409 Stock-based compensation 37 — 2,881 — — 2,881 Purchase of common stock for retirement ( 2,254 ) ( 22 ) ( 1,376 ) ( 67,034 ) — ( 68,432 ) Other comprehensive loss — — — — ( 55 ) ( 55 ) Net income — — — 18,638 — 18,638 Balance, June 30, 2024 56,909 568 875,868 381,279 8,065 1,265,780 Stock-based compensation 11 — 2,983 — — 2,983 Purchase of common stock for retirement ( 933 ) ( 9 ) ( 62 ) ( 22,098 ) — ( 22,169 ) Exercise of stock options — — — — — — Other comprehensive loss — — — — ( 54 ) ( 54 ) Net income — — — 7,486 — 7,486 Balance, September 30, 2024 55,987 $ 559 $ 878,789 $ 366,667 $ 8,011 $ 1,254,026 5 Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Total Shares Amount Capital Earnings Income Equity Balance, December 31, 2024 55,265 $ 552 $ 884,548 $ 295,846 $ 10,356 $ 1,191,302 Stock-based compensation 753 7 3,539 — — 3,546 Purchase of common stock for retirement ( 3,708 ) ( 36 ) ( 1,340 ) ( 51,186 ) — ( 52,562 ) Other comprehensive loss — — — — ( 76 ) ( 76 ) Net loss — — — ( 30,400 ) — ( 30,400 ) Balance, March 31, 2025 52,310 523 886,747 214,260 10,280 1,111,810 Issuance of common stock for employee stock purchase plan 57 — 1,515 — — 1,515 Stock-based compensation 15 — 4,249 — — 4,249 Purchase of common stock for retirement ( 1,623 ) ( 16 ) ( 359 ) ( 28,167 ) — ( 28,542 ) Other comprehensive loss — — — — ( 77 ) ( 77 ) Net income — — — 59,460 — 59,460 Balance, June 30, 2025 50,759 507 892,152 245,553 10,203 1,148,415 Stock-based compensation 13 — 3,739 — — 3,739 Purchase of common stock for retirement ( 519 ) ( 5 ) ( 116 ) ( 16,437 ) — ( 16,558 ) Exercise of stock options — — ( 2,089 ) — — ( 2,089 ) Other comprehensive loss — — — — ( 76 ) ( 76 ) Net income — — — 262,631 — 262,631 Balance, September 30, 2025 50,253 $ 502 $ 893,686 $ 491,747 $ 10,127 $ 1,396,062 See accompanying notes to the condensed consolidated financial statements. 6 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 Note 1 — Overview Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) provide both renewable and conventional fuels to the western United States. Currently, we operate in three primary business segments: 1) Refining - We own and operate four refineries. Our refineries in Kapolei, Hawaii, Newcastle, Wyoming, Tacoma, Washington, and Billings, Montana, convert crude oil into gasoline, distillate, asphalt, and other products to serve the state of Hawaii and areas ranging from Washington state to the Dakotas and Wyoming. 2) Retail - We operate fuel retail outlets in Hawaii, Washington, and Idaho. We operate convenience stores and fuel retail sites under our “Hele” and “nomnom” brands, “76” branded fuel retail sites, and other sites operated by third parties that sell gasoline, diesel, and retail merchandise such as soft drinks, prepared foods, and other sundries. We also operate unattended cardlock stations. 3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions. This network includes a single point mooring (“SPM”) in Hawaii, a unit train-capable rail loading terminal in Washington, and other terminals, pipelines, trucking operations, marine vessels, storage facilities, loading and truck racks, and rail facilities for the movement of petroleum, refined products, and ethanol in and among the Hawaiian islands, between the U.S. West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming. Our Wyoming refinery experienced an operational incident on the evening of February 12, 2025, and remained safely idled during repair and recovery work through late April 2025, when the refinery returned to full crude operations. As of September 30, 2025, we owned a 46.0 % equity investment in Laramie Energy, LLC (“Laramie Energy”). Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. As of September 30, 2025, we own a 65 % and a 40 % equity investment in Yellowstone Energy Limited Partnership, (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively. Our Corporate and Other reportable segment primarily includes general and administrative costs. Note 2— Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of Par and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The condensed consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the complete fiscal year or for any other period. The condensed consolidated balance sheet as of December 31, 2024, was derived from our audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates. Allowance for Credit Losses We are exposed to credit losses primarily through our sales of refined products. Credit limits and/or prepayment requirements are set based on such factors as the customer’s financial results, credit rating, payment history, and industry and 7 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 are reviewed annually for customers with material credit limits. Credit allowances are reviewed at least quarterly based on changes in the customer’s creditworthiness due to economic conditions, liquidity, and business strategy as publicly reported and through discussions between the customer and the Company. We establish provisions for losses on trade receivables based on the estimated credit loss we expect to incur over the life of the receivable. We did not have a material change in our allowances on trade receivables during the three and nine months ended September 30, 2025 and 2024, respectively. Cost Classifications Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our environmental credit obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains and losses on derivatives and inventory valuation adjustments. Certain direct operating expenses related to our logistics segment are also included in Cost of revenues (excluding depreciation). Operating expense (excluding depreciation) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, and environmental compliance costs, as well as chemicals and catalysts and other direct operating expenses. The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Cost of revenues $ 6,059 $ 5,891 $ 19,343 $ 19,795 Operating expense 17,274 19,089 57,585 55,860 General and administrative expense 772 629 2,190 1,666 Accounting Principles Adopted There have been no recent accounting pronouncements adopted, including the expected dates of adoption and estimated effects on our financial condition, results of operations, and cash flows, that had a material impact on our condensed consolidated financial statements for the nine months ended September 30, 2025. Accounting Principles Not Yet Adopted On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosure (Topic 740). This ASU requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. Additionally, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. ASU 2023-09, which allows for early adoption, is effective for all annual periods beginning after December 15, 2024. This is expected to result in expanded tax disclosures, applied on a prospective basis, in the full year financial statements for the year ended December 31, 2025. Note 3— Refining and Logistics Equity Investments Yellowstone Energy Limited Partnership As of September 30, 2025, we owned a 65 % limited partnership ownership interest in YELP. YELP owns a cogeneration facility in Billings, Montana, that converts petroleum coke, supplied from our Montana refinery and other nearby third-party refineries, into power production for the local utility grid. We account for our investment in YELP using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. Our proportionate share of YELP’s net income and the depreciation of our basis difference are included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations and reported as part of our refining segment. Please read Note 18—Segment Information for further information on our reporting segments. Our proportionate share of YELP’s net income (loss) is recorded on a one-month lag. 8 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 The change in our equity investment in YELP is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Beginning balance $ 67,950 $ 60,618 $ 57,167 $ 59,824 Equity earnings from YELP 4,208 1,446 15,687 8,201 Amortization of basis difference ( 349 ) ( 348 ) ( 1,045 ) ( 1,044 ) Dividends received ( 4,975 ) ( 1,055 ) ( 4,975 ) ( 6,320 ) Ending balance $ 66,834 $ 60,661 $ 66,834 $ 60,661 Yellowstone Pipeline Company As of September 30, 2025, we owned a 40 % ownership interest in YPLC. YPLC owns a refined products pipeline that begins at our Montana refinery and transports refined product throughout Montana and the Pacific Northwest. We account for our ownership interest in YPLC using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. Our proportionate share of YPLC’s net income and the accretion of our basis difference is included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations and reported as part of our logistics segment. Please read Note 18—Segment Information for further information on our reporting segments. The change in our equity investment in YPLC is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Beginning balance $ 27,340 $ 27,600 $ 29,144 $ 27,662 Equity earnings from YPLC 2,456 1,872 6,416 5,574 Accretion of basis difference 38 38 114 114 Dividends received — — ( 5,840 ) ( 3,840 ) Ending balance $ 29,834 $ 29,510 $ 29,834 $ 29,510 Note 4— Investment in Laramie Energy As of September 30, 2025, we owned a 46.0 % ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. The balance of our investment in Laramie Energy was $ 23.3 million and $ 12.5 million as of September 30, 2025, and December 31, 2024, respectively, and is accounted for under the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. On February 21, 2023, Laramie Energy entered into a term loan agreement which provides a $ 205 million first lien term loan facility with $ 160.0 million funded at closing and an optional $ 45 million delayed draw commitment. The delayed draw commitment expired in August 2024. Under the terms of the term loan, Laramie is permitted to make future cash distributions to its owners, including us, subject to certain restrictions. Laramie Energy’s term loan matures on February 21, 2027. As of September 30, 2025, and December 31, 2024, the term loan had an outstanding balance of $ 160.0 million. At September 30, 2025, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 59.8 million. This difference arose primarily due to other-than-temporary impairments of our equity investment in Laramie Energy recorded in prior years. 9 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 The change in our equity investment in Laramie Energy is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Beginning balance $ 15,080 $ 15,997 $ 12,498 $ 14,279 Equity earnings (losses) from Laramie Energy 6,588 ( 1,950 ) 5,942 ( 1,976 ) Accretion of basis difference 1,614 1,614 4,842 4,843 Dividends received — — — ( 1,485 ) Ending balance $ 23,282 $ 15,661 $ 23,282 $ 15,661 Note 5— Revenue Recognition As of September 30, 2025, and December 31, 2024, receivables from contracts with customers were $ 291.9 million and $ 312.7 million, respectively. Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer. Deferred revenue was $ 4.7 million and $ 16.2 million as of September 30, 2025, and December 31, 2024, respectively. We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation. The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands): Three Months Ended September 30, 2025 Refining Logistics Retail Product or service: Gasoline $ 723,326 $ — $ 108,646 Distillates (1) 798,641 — 13,682 Other refined products (2) 387,615 — — Merchandise — — 28,048 Transportation and terminalling services — 80,310 — Other revenue 35,788 — 954 Total segment revenues (3) $ 1,945,370 $ 80,310 $ 151,330 Three Months Ended September 30, 2024 Refining Logistics Retail Product or service: Gasoline $ 755,838 $ — $ 107,824 Distillates (1) 863,339 — 13,006 Other refined products (2) 400,899 — — Merchandise — — 28,469 Transportation and terminalling services — 77,741 — Other revenue 60,470 — 914 Total segment revenues (3) $ 2,080,546 $ 77,741 $ 150,213 10 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 Nine Months Ended September 30, 2025 Refining Logistics Retail Product or service: Gasoline $ 1,983,070 $ — $ 315,052 Distillates (1) 2,185,551 — 37,584 Other refined products (2) 1,146,149 — — Merchandise — — 79,223 Transportation and terminalling services — 224,730 — Other revenue 143,238 — 2,588 Total segment revenues (3) $ 5,458,008 $ 224,730 $ 434,447 Nine Months Ended September 30, 2024 Refining Logistics Retail Product or service: Gasoline $ 2,133,705 $ — $ 323,027 Distillates (1) 2,497,574 — 36,914 Other refined products (2) 1,201,836 — — Merchandise — — 80,611 Transportation and terminalling services — 222,058 — Other revenue 131,320 — 2,637 Total segment revenues (3) $ 5,964,435 $ 222,058 $ 443,189 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, vacuum gas oil, and asphalt. (3) Refer to Note 18—Segment Information for the reconciliation of segment revenues to total consolidated revenues. Note 6— Inventories Inventories at September 30, 2025, and December 31, 2024, consisted of the following (in thousands): Titled Inventory Inventory Financing Agreements (1) Total September 30, 2025 Crude oil and feedstocks $ 176,421 $ 231,305 $ 407,726 Refined products and blendstock 444,175 — 444,175 Warehouse stock and other (2) 499,486 — 499,486 Total $ 1,120,082 $ 231,305 $ 1,351,387 December 31, 2024 Crude oil and feedstocks $ 124,910 $ 178,070 $ 302,980 Refined products and blendstock 504,456 — 504,456 Warehouse stock and other (2) 281,882 — 281,882 Total $ 911,248 $ 178,070 $ 1,089,318 ________________________________________________________ (1) Please read Note 8—Inventory Financing Agreements for further information. (2) Includes $ 405.4 million and $ 195.0 million of Renewable Identification Numbers (“RINs”) and environmental credits, reported at the lower of cost or net realizable value, as of September 30, 2025, and December 31, 2024, respectively. Our renewable volume obligation and other gross environmental credit obligations of $ 366.4 million and $ 232.0 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of September 30, 2025, and December 31, 2024, respectively. 11 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 As of September 30, 2025, and December 31, 2024, there was $ 1.8 million and $ 2.3 million reserved for the lower of cost or net realizable value of inventory, respectively. As of September 30, 2025, and December 31, 2024, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 21.9 million and $ 31.9 million, respectively. Note 7— Prepaid and Other Current Assets Prepaid and other current assets at September 30, 2025, and December 31, 2024, consisted of the following (in thousands): September 30, 2025 December 31, 2024 Collateral posted with broker for derivative instruments (1) $ 8,556 $ 38,618 Prepaid insurance 555 19,718 Deferred financing costs 247 — Derivative assets 43,844 12,855 Prepaid environmental credits 54,655 — Other 14,373 21,336 Total $ 122,230 $ 92,527 _________________________________________________________ (1) Our cash margin that is required as collateral deposits on our commodity derivatives cannot be offset against the fair value of open contracts except in the event of default. Please read Note 11—Derivatives for further information. Note 8— Inventory Financing Agreements Inventory Intermediation Agreement On May 31, 2024, Par Hawaii Refining, LLC (“PHR“), our wholly owned subsidiary, entered into an inventory intermediation agreement with Citigroup Energy Inc. (“Citi”) (the “Inventory Intermediation Agreement”) to support our Hawaii refining operations. Pursuant to the Inventory Intermediation Agreement, Citi will finance and hold title to crude oil in storage tanks and certain crude oil in transit to be consumed by PHR’s refinery located in Kapolei, Hawaii (the “Hawaii Refinery”). In connection with the Inventory Intermediation Agreement, Citi will enter into certain hedging transactions, in each case, on terms and subject to conditions set forth in the Inventory Intermediation Agreement. The net cash proceeds of $ 203.1 million, presented as Proceeds from inventory financing agreements in our condensed consolidated statement of cash flows for the nine months ended September 30, 2024, were used to settle a portion of PHR’s outstanding obligations under the prior J. Aron intermediation agreement. On June 27, 2025, we entered into an amendment to the Inventory Intermediation Agreement to, among other things, facilitate entry into the Product Financing Agreement (as defined below) and revise certain other terms and conditions. As of September 30, 2025, and December 31, 2024, there were $ 240.7 million and $ 194.2 million of outstanding obligations under the Inventory Intermediation Agreement, respectively. Product Financing Agreement On June 27, 2025, we entered into a RINs financing agreement with Citi (the “Product Financing Agreement”) to, among other things, provide funding to finance RINs, which is not to exceed $ 450 million in the aggregate when combined with obligations under the Inventory Intermediation Agreement. Pursuant to the Product Financing Agreement, from time to time, we may elect to sell surplus RINs and contemporaneously enter into a corresponding obligation to repurchase identical RINs at a future date to provide an additional source of short-term financing and to take advantage of market liquidity for holdings that are not currently required for operations. In such cases, the sale is not recognized, but rather the proceeds are treated as product financing proceeds where a corresponding product financing obligation is recorded. The subsequent repurchase is treated as repayment of the product financing obligation, with the difference recorded as interest expense over the intervening period. Such transactions are presented as Proceeds from inventory financing agreements in our condensed consolidated statement of cash flows. As of September 30, 2025, there were no product financing obligations under the Product Financing Agreement. Supply and Offtake Agreement Prior to May 31, 2024, we were a party to a supply and offtake agreement (the “Supply and Offtake Agreement") with J. Aron & Company, LLC (“J. Aron”) to support our Hawaii refining operations. Under the Supply and Offtake Agreement, which was accounted for in a manner consistent with a product financing arrangement, we paid or received certain fees from J. Aron based on changes in market prices over time. The amount due to or from J. Aron was recorded as an adjustment to our 12 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement. The Supply and Offtake Agreement expired on May 31, 2024, and we entered into the Inventory Intermediation Agreement. In the second quarter of 2024, we paid $ 382.1 million and $ 60.9 million to settle our remaining J. Aron obligation and Discretionary Draw Facility obligations, respectively. These payments are presented within Repayments of inventory financing agreements and Net borrowings (repayments) of deferred payment arrangements and receivable advances in our condensed consolidated statement of cash flows for the nine months ended September 30, 2024. In connection with the termination of the Supply and Offtake Agreement, we recognized termination costs of $ 0.2 million, which are recorded in Debt extinguishment and commitment costs on our condensed consolidated statements of operations for the nine months ended September 30, 2024. LC Facility due 2024 Prior to May 31, 2024, PHR, as borrower, the lenders and letter of credit issuing banks were each a party (collectively, the “LC Facility Lenders”) to an Uncommitted Credit Agreement (the “LC Facility Agreement”) whereby the LC Facility Lenders agreed, on an uncommitted and absolutely discretionary basis, to consider making revolving credit loans and issuing and participating in letters of credit in the maximum available amount of $ 120.0 million in the aggregate (the “LC Facility”) with the right to request an increase up to $ 350.0 million in the aggregate, subject to certain conditions. Letters of credit issued under the LC Facility were intended to finance and provide credit support for certain of PHR’s purchases of crude oil. The LC Facility was terminated early on May 31, 2024, in connection with the termination of the Supply and Offtake Agreement and entry into the Inventory Intermediation Agreement. In connection with the termination of the LC Facility, we recognized debt extinguishment costs of $ 0.6 million, which are included in Debt extinguishment and commitment costs on our condensed consolidated statements of operations for the nine months ended September 30, 2024. We did not have any outstanding borrowings under the LC Facility as of the termination date. The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net fees and expenses: Inventory Intermediation Agreement Inventory intermediation fees (1) $ 9,707 $ 5,582 $ 26,184 $ 11,618 Interest expense and financing costs, net 332 328 996 433 Product Financing Agreement Interest expense and financing costs, net 317 — 317 — Supply and Offtake Agreement Inventory intermediation fees (1) — — — 30,918 Interest expense and financing costs, net — — — 2,872 LC Facility due 2024 Interest expense and financing costs, net — — — 1,142 ___________________________________________________ (1) Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $ 4.1 million and $ 13.3 million for the three and nine months ended September 30, 2025, and $ 4.5 million and $ 9.1 million for the three and nine months ended September 30, 2024, respectively. Inventory intermediation fees under the Supply and Offtake Agreement included market structure fees of $ 13.5 million for the nine months ended September 30, 2024. There were no inventory intermediation fees under the Supply and Offtake Agreement for the three and nine months ended September 30, 2025, and for the three months ended September 30, 2024, respectively. 13 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 Note 9— Other Accrued Liabilities Other accrued liabilities at September 30, 2025, and December 31, 2024, consisted of the following (in thousands): September 30, 2025 December 31, 2024 Accrued payroll and other employee benefits $ 34,648 $ 34,130 Environmental credit obligations (1) 366,355 231,982 Derivative liabilities 33,975 19,548 Deferred revenue 4,695 16,247 Other 35,767 42,281 Total $ 475,440 $ 344,188 ___________________________________________________ (1) Please read Note 12—Fair Value Measurements for further information. A portion of these obligations are expected to be settled with our RINs assets and other environmental credits, which are presented as Inventories on our condensed consolidated balance sheet and are stated at the lower of cost or net realizable value. The carrying costs of these assets were $ 405.4 million and $ 195.0 million as of September 30, 2025, and December 31, 2024, respectively. Note 10— Debt The following table summarizes our outstanding debt (in thousands): September 30, 2025 December 31, 2024 ABL Credit Facility due 2028 $ 338,000 $ 483,000 Term Loan Credit Agreement due 2030 635,250 640,125 Other long-term debt 6,420 4,108 Principal amount of long-term debt 979,670 1,127,233 Less: unamortized discount and deferred financing costs ( 12,577 ) ( 14,266 ) Total debt, net of unamortized discount and deferred financing costs 967,093 1,112,967 Less: current maturities, net of unamortized discount and deferred financing costs ( 5,032 ) ( 4,885 ) Long-term debt, net of current maturities $ 962,061 $ 1,108,082 As of September 30, 2025, and December 31, 2024, we had $ 60.8 million and $ 110.2 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively. We had $ 133.5 million and $ 57.1 million in surety bonds outstanding as of September 30, 2025, and December 31, 2024, respectively. Under the ABL Credit Facility and the Term Loan Credit Agreement, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions. ABL Credit Facility due 2028 On April 26, 2023, we entered into an Asset-Based Revolving Credit Agreement with certain lenders, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (as amended from time to time, the “ABL Credit Facility”). On March 22, 2024, we entered into the Third Amendment (the “Third Amendment”) to the ABL Credit Facility. The Third Amendment provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $ 1.4 billion , (i i) future incremental increases up to $ 400 million, (iii) the joinder of PHR to the ABL Credit Facility as a Borrower, and (iv) certain other amendments to the ABL Credit Facility to permit a new intermediation facility in favor of PHR. We recorded deferred financing costs of $ 3.8 million related to the Third Amendment that will be amortized over the remaining term of the ABL Credit Facility. On May 31, 2024, in connection with the entry into the Inventory Intermediation Agreement, PHR entered into a Joinder Agreement, as a borrower to the ABL Credit Facility. As of September 30, 2025, the ABL Credit Facility had $ 338 million outstanding in revolving loans and a borrowing base of approxi mately $ 1.0 billion. The ABL Credit Facility will mature, and the commitments thereunder will terminate on April 26, 2028. As of September 30, 2025, we had $ 576.1 million of availability under the ABL Credit Facility. 14 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 Term Loan Credit Agreement due 2030 On February 28, 2023, we entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto (“Lenders”). On April 8, 2024, the Term Loan Credit Agreement was amended by the Amendment No. 1 to Term Loan Credit Agreement (“Amendment No. 1 to Term Loan Credit Agreement”). Amendment No. 1 to Term Loan Credit Agreement provided for, among other things, (i) a reduction in the Applicable Margin under the Term Loan Credit Agreement by 50 basis points, such that base rate loans and Secure Overnight Financing Rate (“SOFR”) loans will bear interest at the applicable base rate plus 2.75 % and 3.75 %, respectively, and (ii) the elimination of the Term SOFR Adjustment of 10 basis points with respect to loans under the Term Loan Credit Agreement. On November 25, 2024, the Term Loan Credit Agreement was amended by the Amendment No. 2 to Term Loan Credit Agreement (“Amendment No. 2 to Term Loan Credit Agreement”). Amendment No. 2 to Term Loan Credit Agreement provided for, among other things, an increase to the size of the term loan from $ 550.0 million to an aggregate principal balance of $ 650.0 million. We recorded deferred financing costs of $ 0.5 million related to the Amendment No. 2 to Term Loan Credit Agreement that will be amortized over the remaining term. The Term Loan Credit Agreement requires quarterly payments of $ 1.6 million on the last business day of each March, June, September and December, with the balance due upon maturity. The Term Loan Credit Agreement matures on February 28, 2030. Other Long-Term Debt On June 7, 2023, we entered into two promissory notes with a third-party lender to acquire land in Kahului, Hawaii, and Hilo, Hawaii totaling $ 5.1 million. The notes bear interest at a fixed rate of 4.625 % per annum and are payable on the first day of each month, commencing on July 1, 2023, until maturity. The promissory notes are unsecured and mature on June 7, 2030. On September 9, 2025, we entered into a promissory note with a third-party lender to acquire land in Lihue, Hawaii, for $ 2.8 million. The note bears interest at a fixed rate of 5.7 % per annum and is payable on the first day of each month, commencing on November 1, 2025, until maturity. The promissory note is unsecured and matures on September 23, 2032. Cross Default Provisions Included within each of our debt agreements are affirmative and negative covenants, and customary cross default provisions, that require the repayment of amounts outstanding on demand unless the triggering payment default or acceleration is remedied, rescinded, or waived. As of September 30, 2025, we w ere in compliance with all of our debt instruments . Note 11— Derivatives Commodity Derivatives Our condensed consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 12—Fair Value Measurements for the gross fair value and net carrying value of our derivative instruments. Our open futures and over-the-counter (“OTC”) swaps expire by December 2026. At September 30, 2025, our open commodity derivative contracts represented (in thousands of barrels): Contract Type Purchases Sales Net Futures 1,625 ( 2,405 ) ( 780 ) Swaps 115,199 ( 122,284 ) ( 7,085 ) Total 116,824 ( 124,689 ) ( 7,865 ) 15 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 At September 30, 2025, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries. The following table provides information on these option collars at our refineries as of September 30, 2025: 2025 2026 Total open option collars 570 1,895 Weighted-average strike price - floor (in dollars) $ 52.00 $ 45.59 Weighted-average strike price - ceiling (in dollars) $ 83.55 $ 82.86 Earliest commencement date October 2025 January 2026 Furthest expiry date December 2025 December 2026 Interest Rate Derivatives We are exposed to interest rate volatility in our ABL Credit Facility, Term Loan Credit Agreement, and the Inventory Intermediation Agreement. We may utilize interest rate swaps to manage our interest rate risk. On April 12, 2023, we entered into an interest rate collar transaction to manage our interest rate risk related to the Term Loan Credit Agreement. The interest rate collar reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $ 300.0 million as of September 30, 2025. The terms of the agreement provide for an interest rate cap of 5.50 % and floor of 2.30 %, based on the three month SOFR as of the fixing date. The interest rate collar transaction expires on May 31, 2026. During the second and third quarters of 2025, we entered into six additional interest rate collar transactions to reduce our variable interest rate risk related to the Term Loan Credit Agreement. These agreements are effective from May 31, 2026, through May 31, 2029, with a total notional amount of $ 300.0 million as of September 30, 2025. The terms of the agreements provide for an average interest rate cap of 5.50 % and an average floor of 2.08 %, based on the three month SOFR as of the fixing date. The following table provides information on the fair value amounts (in thousands) of these derivatives as of September 30, 2025, and December 31, 2024, and their placement within our condensed consolidated balance sheets. Balance Sheet Location September 30, 2025 December 31, 2024 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 39,927 $ 10,591 Commodity derivatives (1) Other long-term assets 3,945 — Commodity derivatives (2) Other accrued liabilities ( 6,809 ) ( 13,456 ) Citi repurchase obligation derivative Obligations under inventory financing agreements 1,836 ( 1,588 ) Interest rate derivatives Other accrued liabilities ( 4 ) — Interest rate derivatives Other liabilities ( 560 ) ( 24 ) _________________________________________________________ (1) Does not include cash collateral of $ 8.6 million and $ 38.6 million recorded in Prepaid and other current assets as of September 30, 2025, and December 31, 2024, respectively. Does not include $ 3.9 million and $ 2.3 million recorded in Prepaid and other current assets as of September 30, 2025, and December 31, 2024, respectively, related to realized derivatives receivable. (2) Does not include $ 27.2 million and $ 6.1 million recorded in Other accrued liabilities as of September 30, 2025, and December 31, 2024, respectively, related to realized derivatives payable. 16 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Statement of Operations Location 2025 2024 2025 2024 Commodity derivatives Cost of revenues (excluding depreciation) $ 12,206 $ 43,705 $ 54,128 $ 5,778 J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) — — — 1,053 Citi repurchase obligation derivative Cost of revenues (excluding depreciation) 5,514 912 3,424 503 Interest rate derivatives Interest expense and financing costs, net 195 ( 576 ) ( 539 ) 305 Note 12— Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Equity Method Investments We evaluate equity method investments for impairment when factors indicate that a decrease in the value of our investment has occurred and the carrying amount of our investment may not be recoverable. An impairment loss, based on the difference between the carrying value and the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. Assets and Liabilities Measured at Fair Value on a Recurring Basis Derivative Instruments We classify financial assets and liabilities according to the fair value hierarchy. Financial assets and liabilities classified as Level 1 instruments are valued using quoted prices in active markets for identical assets and liabilities. These include our exchange traded futures. Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Our Level 2 instruments include OTC swaps and options. These derivatives are valued using market quotations from independent price reporting agencies and commodity exchange price curves that are corroborated with market data. Level 3 instruments are valued using significant unobservable inputs that are not supported by sufficient market activity. The valuation of the embedded derivative related to our Citi repurchase obligation is based on estimates of the prices and a weighted-average price differential assuming settlement at the end of the reporting period. Estimates of the Citi settlement prices are based on observable inputs, such as Brent indices, and unobservable inputs, such as contractual price differentials as defined in the Inventory Intermediation Agreement. Contractual price differentials are considered unobservable inputs; therefore, these embedded derivatives are classified as Level 3 instruments. We do not have other commodity derivatives classified as Level 3 at September 30, 2025, or December 31, 2024. Please read Note 11—Derivatives for further information on derivatives. Gross Environmental Credit Obligations The portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits. The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period and classified as Level 2 instruments as we obtain the pricing inputs for the RINs and other environmental credits from brokers based on market quotes on similar instruments. As of September 30, 2025, the U.S. Environmental Protection Agency (“EPA”) has not made a determination with respect to small refinery exemptions for the 2025 compliance year. Accordingly, our recorded RFS obligation for the nine months ended September 30, 2025, reflects 100 % of the RFS obligation for the respective period with no assumption of SRE relief. Please read Note 14—Commitments and Contingencies for further information on the EPA regulations related to greenhouse gases. 17 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 Financial Statement Impact Fair value amounts by hierarchy level as of September 30, 2025, and December 31, 2024, are presented gross in the tables below (in thousands): September 30, 2025 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 7,281 $ 275,407 $ — $ 282,688 $ ( 238,816 ) $ 43,872 Liabilities Commodity derivatives $ ( 10,494 ) $ ( 235,131 ) $ — $ ( 245,625 ) $ 238,816 $ ( 6,809 ) Citi repurchase obligation derivative — — 1,836 1,836 — 1,836 Interest rate derivatives — ( 564 ) — ( 564 ) — ( 564 ) Gross environmental credit obligations (2) (3) — ( 63,294 ) — ( 63,294 ) — ( 63,294 ) Total liabilities $ ( 10,494 ) $ ( 298,989 ) $ 1,836 $ ( 307,647 ) $ 238,816 $ ( 68,831 ) December 31, 2024 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 209,666 $ 13,506 $ — $ 223,172 $ ( 212,581 ) $ 10,591 Liabilities Commodity derivatives $ ( 215,139 ) $ ( 10,898 ) $ — $ ( 226,037 ) $ 212,581 $ ( 13,456 ) Citi repurchase obligation derivative — — ( 1,588 ) ( 1,588 ) — ( 1,588 ) Interest rate derivatives — ( 24 ) — ( 24 ) — ( 24 ) Gross environmental credit obligations (2) (3) — ( 44,498 ) — ( 44,498 ) — ( 44,498 ) Total liabilities $ ( 215,139 ) $ ( 55,420 ) $ ( 1,588 ) $ ( 272,147 ) $ 212,581 $ ( 59,566 ) _________________________________________________________ (1) Does not include cash collate ral of $ 8.6 million and $ 38.6 million as of September 30, 2025, and December 31, 2024, respectively, included within Prepaid and other current assets on our condensed consolidated balance sheets, respectively. (2) Does not include RINs assets and other environmental credits of $ 405.5 million and $ 195.0 million presented in Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of September 30, 2025, and December 31, 2024, respectively, and $ 5.6 million included in Other long-term assets as of September 30, 2025. (3) Does not include environmental liabilities of $ 303.1 million and $ 187.5 million satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits included in Other Accrued Liabilities on our condensed consolidated balance sheets as of September 30, 2025, and December 31, 2024, respectively. 18 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Balance, at beginning of period $ ( 3,678 ) $ ( 409 ) $ ( 1,588 ) $ ( 392 ) Settlements — — — ( 661 ) Total gains included in earnings (1) 5,514 912 3,424 1,556 Balance, at end of period $ 1,836 $ 503 $ 1,836 $ 503 _________________________________________________________ (1) Included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations. The carrying value and fair value of long-term debt and other financial instruments as of September 30, 2025, and December 31, 2024, are as follows (in thousands): September 30, 2025 Carrying Value Fair Value ABL Credit Facility due 2028 (1) $ 338,000 $ 338,000 Term Loan Credit Agreement due 2030 (2) 622,673 633,662 Product Financing Agreement (2) — — Other long-term debt (2) 6,420 6,564 December 31, 2024 Carrying Value Fair Value ABL Credit Facility due 2028 (1) $ 483,000 $ 483,000 Term Loan Credit Agreement due 2030 (2) 625,859 636,924 Product Financing Agreement (2) — — Other long-term debt (2) 4,108 4,412 _________________________________________________________ (1) The fair value measurements of the ABL Credit Facility are considered Level 3 measurements in the fair value hierarchy. (2) The fair value measurements of the Term Loan Credit Agreement, Product Financing Agreement and Other long-term debt are considered Level 2 measurements in the fair value hierarchy as discussed below. The fair values of the Term Loan Credit Agreement and Other long-term debt were determined using a market approach based on quoted prices and the inputs used to measure the fair value are classified as Level 2 inputs within the fair value hierarchy. The carrying value of our ABL Credit Facility and Product Financing Agreement were determined to approximate fair value as of September 30, 2025. The fair value of all non-derivative financial instruments recorded in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, and current liabilities, including accounts payable, approximate their carrying value due to their short-term nature. Note 13— Leases We have cancellable and non-cancellable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one to 30 years or more. There are no material residual value guarantees associated with any of our leases. 19 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 The following table provides information on the amounts (in thousands) of our right-of-use assets (“ROU assets”) and liabilities, weighted-average remaining lease term, and weighted average discount rate as of September 30, 2025, and December 31, 2024, and their placement within our condensed consolidated balance sheets: Lease type Balance Sheet Location September 30, 2025 December 31, 2024 Assets Finance Property, plant, and equipment $ 32,106 $ 30,655 Finance Accumulated amortization ( 16,500 ) ( 14,543 ) Finance Property, plant, and equipment, net 15,606 16,112 Operating Operating lease right-of-use (“ROU”) assets 415,425 428,120 Total right-of-use assets $ 431,031 $ 444,232 Liabilities Current Finance Other accrued liabilities $ 2,339 $ 2,252 Operating Operating lease liabilities 96,527 80,174 Long-term Finance Finance lease liabilities 11,304 11,690 Operating Operating lease liabilities 338,415 362,092 Total lease liabilities $ 448,585 $ 456,208 Weighted-average remaining lease term (in years) Finance 10.10 10.26 Operating 6.70 7.17 Weighted-average discount rate Finance 6.98 % 6.97 % Operating 7.67 % 7.76 % The following table summarizes the lease costs and income recognized in our condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Lease cost (income) type 2025 2024 2025 2024 Finance lease cost Amortization of finance lease ROU assets $ 639 $ 592 $ 1,961 $ 1,726 Interest on lease liabilities 240 246 712 745 Operating lease cost 31,610 29,319 94,649 81,686 Variable lease cost 3,190 2,041 9,267 5,454 Short-term lease cost 2,429 22 6,930 4,098 Net lease cost $ 38,108 $ 32,220 $ 113,519 $ 93,709 Operating lease income (1) $ ( 567 ) $ ( 550 ) $ ( 1,696 ) $ ( 5,450 ) _________________________________________________________ (1) The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material. 20 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Nine Months Ended September 30, Lease type 2025 2024 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 1,699 $ 1,378 Operating cash flows from finance leases 708 715 Operating cash flows from operating leases 88,179 79,629 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 1,491 1,619 ROU assets obtained in exchange for new operating lease liabilities 55,860 150,308 ROU assets terminated in exchange for release from operating lease liabilities 23 41 The table below includes the estimated future undiscounted cash flows for finance and operating leases as of September 30, 2025 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2025 (1) $ 765 $ 30,481 $ 31,246 2026 2,918 127,157 130,075 2027 2,756 117,314 120,070 2028 1,854 102,200 104,054 2029 1,447 24,093 25,540 2030 922 17,570 18,492 Thereafter 8,340 114,520 122,860 Total lease payments 19,002 533,335 552,337 Less amount representing interest ( 5,583 ) ( 98,169 ) ( 103,752 ) Present value of lease liabilities $ 13,419 $ 435,166 $ 448,585 _________________________________________________________ (1) Represents the period from October 1, 2025, to December 31, 2025. Additionally, we have no future undiscounted cash flows for finance or operating leases that have not yet commenced. Note 14— Commitments and Contingencies In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows. Tax and Related Matters We are also party to various other legal proceedings, claims, and regulatory, tax or government audits, inquiries, and investigations that arise in the ordinary course of business. From time to time, PHR has appealed various tax assessments related to its land, buildings, and fuel storage tanks, and is currently appealing the City of Honolulu’s property tax assessment for tax years 2023, 2024, and 2025. During the first quarter of 2022, we received a tax assessment in the amount of $ 1.4 million from the Washington Department of Revenue related to its audit of certain taxes allegedly payable on certain sales of raw vacuum gas oil between 2014 and 2016. We believe the Department of Revenue’s interpretation conflicts with its prior guidance and we filed suit in November 2022. On September 26, 2025, we received an unfavorable decision from the Thurston County Superior Court, which we plan to appeal. We are unable to predict the cost to resolve this tax dispute, but the potential tax impact and related costs could be material. Additionally, by opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in the Hawaii foreign trade zone from certain state taxes. We and other similarly situated state taxpayers who had previously claimed such exemptions, certain of which we are contractually obligated to indemnify, are currently being audited for such prior tax periods. Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, on camera and under seal in the first circuit 21 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 court of the state of Hawaii alleging that PHR, Par Pacific Holdings, Inc. and certain unnamed defendants made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking unspecified damages, penalties, interest and injunctive relief. We dispute the allegations in the complaint and intend to vigorously defend ourselves in such proceeding. Environmental Matters Like other petroleum refiners, our operations are subject to extensive and periodically changing federal, state, and local environmental laws and regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time. Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows. Hawaii Consent Decree On July 18, 2016, PHR and subsidiaries of Tesoro Corporation (“Tesoro”) entered into a consent decree with the EPA, the U.S. Department of Justice and other state governmental authorities concerning alleged violations of the federal Clean Air Act related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates (“Consent Decree”), including our refinery in Kapolei, Hawaii, that we acquired from Tesoro in 2013. On September 29, 2023, we received a letter from the EPA related to the alleged violation of certain air emission limits, controls, monitoring, and repair requirements under the Consent Decree. We are unable to predict the cost to resolve these alleged violations, but resolution will likely involve financial penalties or impose capital expenditure requirements that could be material. Wyoming Refinery Our Wyoming refinery is subject to a number of consent decrees, orders, and settlement agreements involving the EPA and/or the Wyoming Department of Environmental Quality, some of which date back to the late 1970s and several of which remain in effect, requiring further actions at the Wyoming refinery. The largest cost component arising from these various decrees relates to the investigation, monitoring, and remediation of soil, groundwater, surface water, and sediment contamination associated with the facility’s historic operations. Investigative work by Hermes Consolidated LLC, and its wholly owned subsidiary, Wyoming Pipeline Company, (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts. As of September 30, 2025, we have accrued $ 12.1 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years. Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years and replace those impoundments with a new wastewater treatment system. Based on current information, reasonable estimates we have received suggest costs of approximately $ 11.6 million to design and construct a new wastewater treatment system. Finally, among the various historic consent decrees, orders, and settlement agreements into which Wyoming Refining has entered, there are several penalty orders associated with exceedances of permitted limits by the Wyoming refinery’s wastewater discharges. Although the frequency of these exceedances has declined over time, Wyoming Refining may become subject to new penalty enforcement action in the next several years, which could involve penalties in excess of $ 300,000 . Washington Climate Commitment Act and Clean Fuel Standard The Climate Commitment Act (“Washington CCA”), was established in 2021 and took effect January 1, 2023. The Washington CCA established a cap and invest program designed to significantly reduce greenhouse gas emissions. Rules implementing the Washington CCA by the Washington Department of Ecology set a cap on greenhouse gas emissions, provide mechanisms for the sale and tracking of tradable emissions allowances, and establish additional compliance and accountability measures. Additionally, a low carbon fuel standard (the “Clean Fuel Standard”) that limits carbon in transportation fuels and enables certain producers to buy or sell credits was also signed into law and became effective in 2023. We purchase emission 22 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 allowances and compliance credits or allowances at State auctions and on the open market to meet our obligations under these regulations and include the costs in the price of our products. Regulation of Greenhouse Gases Under the Energy Independence and Security Act (the “EISA”), the Renewable Fuel Standard (the “RFS”) requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply. Over time, higher annual RFS requirements have the potential to reduce demand for our refined transportation fuel products. In the near term, the RFS will be satisfied primarily with fuel ethanol blended into gasoline or by purchasing renewable credits, referred to as RINs, to maintain compliance. The RFS may present production and logistics challenges for both the renewable fuels and petroleum refining and marketing industries in that we may have to enter into arrangements with other parties or purchase D3 waivers from the EPA to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels. Additionally, the RFS enables the EPA to exempt certain small refineries from the renewable fuels blending requirements in the event such requirements would cause disproportionate economic hardship to that refinery. On August 22, 2025, the EPA announced decisions on various exemption petitions for the 2016 through 2024 compliance years and granted full and partial relief to certain refineries owned by Par Pacific. As a result of our historical compliance with the RFS program, we received previously retired RINs related to the 2019 through 2023 compliance years. In addition, we relieved a portion of our 2024 RVO. As a result of the EPA’s actions, we have recorded a corresponding gain of $ 199.5 million in Net Income on our condensed consolidated statement of operations for the three and nine months ended September 30, 2025. As of September 30, 2025, the EPA has not made a determination with respect to small refinery exemptions for the 2025 compliance year. Accordingly, our recorded RFS obligation for the nine months ended September 30, 2025, reflects 100 % of the RFS obligation for the respective period with no assumption of SRE relief. There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in the EISA, RFS and other fuel-related regulations. We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels. Note 15— Stockholders’ Equity Share Repurchase Program On February 21, 2025, the Board authorized a share repurchase program for up to $ 250 million of common stock, with no specified end date. This repurchase program terminated and replaced the prior authorization to repurchase up to $ 250 million of common stock. During the three and nine months ended September 30, 2025, 0.5 million and 5.7 million shares were repurchased under this share repurchase program for $ 16.4 million and $ 95.8 million, respectively. The repurchased shares were retired by the Company upon receipt. During the three and nine months ended September 30, 2024, 0.9 million and 4.0 million shares were repurchased under the prior share repurchase program for $ 22.1 million and $ 121.6 million, respectively. As of September 30, 2025, there was $ 165.0 million of authorization remaining under the current share repurchase program. Incentive Plans The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Par Pacific Holdings, Inc. 2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Restricted Stock Awards $ 2,660 $ 2,080 $ 8,329 $ 8,381 Restricted Stock Units 717 512 2,116 3,730 Stock Option Awards 362 391 1,089 10,163 On February 27, 2024, William Pate, our former Chief Executive Officer (“CEO”), announced that he would retire from his CEO role effective May 1, 2024. During the first quarter of 2024, the Board approved the acceleration of unvested 23 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 equity awards and the modification of vested stock options granted to him. For the nine months September 30, 2024, we recorded a total of $ 13.1 million of stock-based compensation expenses resulting from the equity awards modifications. During the three and nine months ended September 30, 2025, we granted 23 thousand and 729 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 0.7 million and $ 11.7 million, respectively. As of September 30, 2025, there were approximately $ 15.0 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.4 years. During the three and nine months ended September 30, 2025, we granted no stock option awards. As of September 30, 2025, there were approximately $ 4.7 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 3.6 years. During the nine months ended September 30, 2025, we granted 213 thousand performance restricted stock units to executive officers; no grants were made for the three months ended September 30, 2025. These performance restricted stock units had a fair value of approximately $ 3.3 million and are subject to certain annual performance targets based on three-year -performance periods as defined by our Board of Directors. As of September 30, 2025, there were approximately $ 4.0 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.0 years. Note 16— Income (Loss) per Share The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income $ 262,631 $ 7,486 $ 291,691 $ 22,373 Plus: Net income effect of convertible securities — — — — Numerator for diluted income per common share $ 262,631 $ 7,486 $ 291,691 $ 22,373 Basic weighted-average common stock shares outstanding 49,633 55,729 51,237 57,283 Plus: dilutive effects of common stock equivalents 1,264 495 646 787 Diluted weighted-average common stock shares outstanding 50,897 56,224 51,883 58,070 Basic income per common share $ 5.29 $ 0.13 $ 5.69 $ 0.39 Diluted income per common share $ 5.16 $ 0.13 $ 5.62 $ 0.39 Diluted income per common share excludes the following equity instruments because their effect would be anti-dilutive: Shares of unvested restricted stock 90 327 377 261 Shares of stock options 350 366 735 202 Note 17— Income Taxes Our income tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter. For the three and nine months ended September 30, 2025, our effective tax rate differed from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for equity compensation and equity method investments. For the three and nine months ended September 30, 2024, our effective tax rate differed from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for equity compensation. 24 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue. Our NOL carryforwards will not always be available to offset taxable income apportioned to the various states. The states from which our refining, retail, and logistics revenues are derived are not the same states in which our NOLs were incurred; therefore, we expect to incur state tax liabilities in connection with our refining, retail, and logistics operations. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which includes tax reform provisions that amend, eliminate, and extend tax rules under the Inflation Reduction Act and Tax Cuts and Jobs Act. We evaluated the impact of this legislation and determined that the OBBBA will not have a material impact on our 2025 financial statements . Note 18— Segment Information We report the results for the following four reportable segments: (i) Refining, (ii) Retail, (iii) Logistics, and (iv) Corporate and Other. Segment asset information is not provided to our chief operating decision-maker. Summarized financial information concerning reportable segments consists of the following (in thousands): Three Months Ended September 30, 2025 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues Fuel revenue $ 1,909,582 $ — $ 122,328 $ ( 88,185 ) $ 1,943,725 Other revenue 35,788 80,310 29,002 ( 75,889 ) 69,211 Total revenues 1,945,370 80,310 151,330 ( 164,074 ) 2,012,936 Cost of revenues (excluding depreciation) Refining intercompany logistics costs 75,891 — — ( 75,891 ) — Other cost of revenues (excluding depreciation) 1,393,203 40,840 107,838 ( 88,184 ) 1,453,697 Total cost of revenues (excluding depreciation) 1,469,094 40,840 107,838 ( 164,075 ) 1,453,697 Operating expense (excluding depreciation) 112,781 5,684 21,564 — 140,029 Depreciation and amortization 26,596 6,093 2,801 794 36,284 General and administrative expense (excluding depreciation) — — — 24,242 24,242 Equity earnings from refining and logistics investments ( 3,860 ) ( 2,493 ) — — ( 6,353 ) Acquisition and integration costs — — — 1,973 1,973 Par West redevelopment and other costs — — — 4,525 4,525 Loss (gain) on sale of assets, net ( 10 ) ( 1 ) 34 — 23 Operating income (loss) $ 340,769 $ 30,187 $ 19,093 $ ( 31,533 ) $ 358,516 Interest expense and financing costs, net ( 21,272 ) Other loss, net ( 109 ) Equity earnings from Laramie Energy, LLC 8,202 Income before income taxes 345,337 Income tax expense ( 82,706 ) Net income $ 262,631 Capital expenditures $ 22,250 $ 5,452 $ 4,263 $ 314 $ 32,279 25 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 Three Months Ended September 30, 2024 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues Fuel revenue $ 2,020,076 $ — $ 120,830 $ ( 89,149 ) $ 2,051,757 Other revenue 60,470 77,741 29,383 ( 75,418 ) 92,176 Total revenues 2,080,546 77,741 150,213 ( 164,567 ) 2,143,933 Cost of revenues (excluding depreciation) Refining intercompany logistics costs 75,418 — — ( 75,418 ) — Other cost of revenues (excluding depreciation) 1,842,544 44,228 107,598 ( 89,170 ) 1,905,200 Total cost of revenues (excluding depreciation) 1,917,962 44,228 107,598 ( 164,588 ) 1,905,200 Operating expense (excluding depreciation) 122,054 3,334 21,661 — 147,049 Depreciation and amortization 22,623 5,925 2,680 651 31,879 General and administrative expense (excluding depreciation) — — — 22,399 22,399 Equity earnings from refining and logistics investments ( 1,098 ) ( 1,910 ) — ( 3,008 ) Acquisition and integration costs — — — ( 23 ) ( 23 ) Par West redevelopment and other costs — — — 4,006 4,006 Loss on sale of assets, net — — — — — Operating income (loss) $ 19,005 $ 26,164 $ 18,274 $ ( 27,012 ) $ 36,431 Interest expense and financing costs, net ( 23,402 ) Debt extinguishment and commitment costs — Other income, net 1,253 Equity losses from Laramie Energy, LLC ( 336 ) Loss before income taxes 13,946 Income tax expense ( 6,460 ) Net income $ 7,486 Capital expenditures $ 22,051 $ 3,583 $ 1,520 1,178 $ 28,332 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 164.1 million and $ 164.6 million for the three months ended September 30, 2025 and 2024, respectively. 26 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 Nine Months Ended September 30, 2025 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues Fuel revenue $ 5,314,770 $ — $ 352,636 $ ( 252,517 ) $ 5,414,889 Other revenue 143,238 224,730 81,811 ( 213,258 ) 236,521 Total revenues 5,458,008 224,730 434,447 ( 465,775 ) 5,651,410 Cost of revenues (excluding depreciation) Refining intercompany logistics costs 213,284 — — ( 213,284 ) — Other cost of revenues (excluding depreciation) 4,428,907 122,573 307,573 ( 252,517 ) 4,606,536 Total cost of revenues (excluding depreciation) 4,642,191 122,573 307,573 ( 465,801 ) 4,606,536 Operating expense (excluding depreciation) 354,998 14,846 63,019 — 432,863 Depreciation and amortization 77,912 19,442 7,973 2,255 107,582 General and administrative expense (excluding depreciation) — — — 72,133 72,133 Equity earnings from refining and logistics investments ( 14,642 ) ( 6,530 ) — ( 21,172 ) Acquisition and integration costs — — — 1,973 1,973 Par West redevelopment and other costs — — — 13,197 13,197 Loss (gain) on sale of assets, net 181 ( 1,418 ) 35 — ( 1,202 ) Operating income (loss) $ 397,368 $ 75,817 $ 55,847 $ ( 89,532 ) $ 439,500 Interest expense and financing costs, net ( 65,226 ) Debt extinguishment and commitment costs ( 25 ) Other expense, net ( 643 ) Equity earnings from Laramie Energy, LLC 10,784 Income before income taxes 384,390 Income tax expense ( 92,699 ) Net income $ 291,691 Capital expenditures $ 95,445 $ 16,254 $ 8,190 $ 1,449 $ 121,338 27 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 Nine Months Ended September 30, 2024 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues Fuel revenue $ 5,833,115 $ — $ 359,941 $ ( 273,807 ) $ 5,919,249 Other revenue 131,320 222,058 83,248 ( 213,639 ) 222,987 Total revenues 5,964,435 222,058 443,189 $ ( 487,446 ) 6,142,236 Cost of revenues (excluding depreciation) Refining intercompany logistics costs 213,652 — — ( 213,652 ) — Other cost of revenues (excluding depreciation) 5,243,515 131,303 321,894 ( 273,837 ) 5,422,875 Total cost of revenues (excluding depreciation) 5,457,167 131,303 321,894 ( 487,489 ) 5,422,875 Operating expense (excluding depreciation) 365,031 11,847 67,511 — 444,389 Depreciation and amortization 66,584 19,893 8,471 1,731 96,679 General and administrative expense (excluding depreciation) — — — 87,322 87,322 Equity earnings from refining and logistics investments ( 7,158 ) ( 5,688 ) — ( 12,846 ) Acquisition and integration costs — — — 68 68 Par West redevelopment and other costs — — — 9,048 9,048 Loss (gain) on sale of assets, net — 124 ( 10 ) — 114 Operating income (loss) $ 82,811 $ 64,579 $ 45,323 $ ( 98,126 ) $ 94,587 Interest expense and financing costs, net ( 61,720 ) Debt extinguishment and commitment costs ( 1,418 ) Other expense, net ( 1,447 ) Equity earnings from Laramie Energy, LLC 2,867 Income before income taxes 32,869 Income tax expense ( 10,496 ) Net income $ 22,373 Capital expenditures $ 68,110 $ 13,006 $ 4,348 $ 2,400 $ 87,864 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 465.8 million and $ 487.4 million for the nine months ended September 30, 2025 and 2024, respectively. 28 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2025 and 2024 Note 19— Subsequent Events Framework Agreement and ISDA Master Agreement and Schedule On October 2, 2025, Hawaii Renewables, LLC (“Hawaii Renewables”), a subsidiary of the Company, entered into a Framework Agreement for Commodity Swap Transactions (the “Framework Agreement”) with Wells Fargo Bank, N.A. (“Wells Fargo”) pursuant to which the parties agreed to a framework for entering into a series of prepaid swaps from time to time with respect to soybean oil and crude oil. On October 2, 2025, Wells Fargo and Hawaii Renewables also entered into a related International Swaps and Derivatives Association (“ISDA”) Schedule to the 2002 ISDA Master Agreement (the “ISDA Agreement”), whereby Wells Fargo and Hawaii Renewables will execute on a monthly basis such series of swaps (each of which will be evidenced by a separate trade confirmation) and Wells Fargo will agree to prepay a fixed amount to Hawaii Renewables (subject to a cap). Additionally, on October 2, 2025, Hawaii Renewables entered into a pledge and security agreement and a credit support annex with Wells Fargo, pursuant to which Hawaii Renewables granted Wells Fargo a security interest in certain collateral, including certain commodity inventory and renewable feedstocks at approved locations, and agrees to deliver additional collateral as required. The Framework Agreement has an initial term of one year and will be automatically renewed for additional terms of one year each unless either party terminates the Framework Agreement after the initial term by providing at least 90 calendar days’ prior written notice to the other party. Renewable Fuels Facility Joint Venture On October 21, 2025, we completed a transaction under the Equity Contribution Agreement to form Hawaii Renewables, a joint venture for the development, construction, ownership and operation of that certain renewable fuels manufacturing facility co-located with the Hawaii Refinery (“Renewable Fuels Facility”). Hawaii Renewables Holdings, LLC (“HR Holdco”), a subsidiary of the Company, Alohi Renewables LLC (“Alohi”), Hawaii Renewables and, solely for the limited purposes set forth therein, the Company entered into a Second Amended and Restated Limited Liability Company Agreement of Hawaii Renewables (the “JV Agreement”), which is the primary governing document of the joint venture. In connection, PHR and Hawaii Renewables entered into a number of related agreements. The Company and its subsidiaries contributed to Hawaii Renewables certain assets related to the Renewable Fuels Facility and Alohi contributed to Hawaii Renewables $ 100.0 million in cash. In connection with the transaction, Hawaii Renewables made a one-time special cash distribution of $ 83.0 million to the Company and retained $ 17.0 million to fund remaining construction and initial working capital. Pursuant to the JV Agreement, HR Holdco owns 63.5 % of the ownership and voting interest in Hawaii Renewables, and Alohi owns 36.5 % of the ownership and voting interest in Hawaii Renewables. 29