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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________________________________________________________________________________________________________

FORM 10-Q
________________________________________________________________________________________________________________________
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from to

Commission File No. 001-36550
________________________________________________________________________________________________________________________
PAR PACIFIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________
Delaware84-1060803
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
825 Town & Country Lane, Suite 1500 
Houston,Texas77024
(Address of principal executive offices)(Zip Code)
(281) 899-4800 
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, $0.01 par valuePARRNew York Stock Exchange
Common stock, $0.01 par valuePARRNYSE Texas, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act.  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

50,144,277 shares of Common Stock, $0.01 par value, were outstanding as of April 30, 2026.



PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS



PART I FINANCIAL INFORMATION
Page No.
Item 1.
Item 2.
Item 3.
Item 4.
PART II OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
The terms “Par,” “Company,” “we,” “our,” and “us” refer to Par Pacific Holdings, Inc. and its consolidated subsidiaries unless the context suggests otherwise.


PART I - FINANCIAL INFORMATION 
Item 1. FINANCIAL STATEMENTS
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share data)
 March 31, 2026December 31, 2025
ASSETS  
Current assets 
Cash and cash equivalents$172,168 $164,113 
Restricted cash352 351 
Total cash, cash equivalents, and restricted cash172,520 164,464 
Trade accounts receivable, net of allowances of $0.2 million and $0.4 million at March 31, 2026, and December 31, 2025, respectively
481,507 312,672 
Inventories1,361,968 1,228,787 
Prepaid and other current assets134,912 70,168 
Total current assets2,150,907 1,776,091 
Property, plant, and equipment 
Property, plant, and equipment1,895,082 1,863,105 
Less accumulated depreciation and amortization(686,613)(665,154)
Property, plant, and equipment, net1,208,469 1,197,951 
Long-term assets 
Operating lease right-of-use (“ROU”) assets
374,286 391,395 
Refining and logistics equity investments101,660 98,654 
Investment in Laramie Energy, LLC44,985 35,806 
Intangible assets, net9,741 9,484 
Goodwill127,276 127,276 
Other long-term assets192,195 197,032 
Total assets$4,209,519 $3,833,689 
LIABILITIES AND STOCKHOLDERS’ EQUITY 
Current liabilities 
Current maturities of long-term debt$4,903 $4,930 
Obligations under inventory financing agreements287,298 161,492 
Accounts payable578,169 341,555 
Accrued taxes17,027 31,565 
Operating lease liabilities100,172 99,558 
Other accrued liabilities337,179 467,036 
Total current liabilities1,324,748 1,106,136 
Long-term liabilities 
Long-term debt, net of current maturities942,715 797,940 
Finance lease liabilities11,422 12,002 
Operating lease liabilities295,237 312,450 
Other liabilities84,026 52,645 
Total liabilities2,658,148 2,281,173 
Noncontrolling interest35,542 40,976 
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 March 31, 2026, and December 31, 2025, 49,266,668 shares and 49,685,138 shares issued at March 31, 2026, and December 31, 2025, respectively
493 497 
Additional paid-in capital935,897 957,941 
Accumulated earnings567,806 541,376 
Accumulated other comprehensive income11,633 11,726 
Total stockholders’ equity1,515,829 1,511,540 
Total liabilities, noncontrolling interest, and stockholders’ equity$4,209,519 $3,833,689 
 
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
March 31,
20262025
Revenues$1,823,750 $1,745,036 
Operating expenses  
Cost of revenues (excluding depreciation)1,558,504 1,559,360 
Operating expense (excluding depreciation)142,518 144,154 
Depreciation and amortization34,460 36,586 
General and administrative expense (excluding depreciation)24,875 24,243 
Equity earnings from refining and logistics investments(5,829)(7,514)
Acquisition and integration costs64 — 
Par West redevelopment and other costs2,985 3,982 
Other operating loss, net851 1 
Total operating expenses1,758,428 1,760,812 
Operating income (loss)65,322 (15,776)
Other income (expense) 
Interest expense and financing costs, net(15,934)(21,848)
Debt extinguishment and commitment costs(62)(25)
Other expense, net(14)(371)
Equity earnings from Laramie Energy, LLC9,179 726 
Total other expense, net(6,831)(21,518)
Income (loss) before income taxes58,491 (37,294)
Income tax benefit (expense)(12,340)6,894 
Net income (loss)46,151 (30,400)
Less:
Net loss attributable to noncontrolling interest(8,299)— 
Net income (loss) attributable to Par Pacific stockholders$54,450 $(30,400)
Income (loss) attributable to Par Pacific stockholders per share
Basic$1.12 $(0.57)
Diluted$1.10 $(0.57)
Weighted-average number of shares outstanding  
Basic48,401 53,756 
Diluted49,632 53,756 
 

See accompanying notes to the condensed consolidated financial statements.
2

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands)
Three Months Ended
March 31,
20262025
Net income (loss)$46,151 $(30,400)
Other comprehensive income (loss):
Other post-retirement (loss), net of tax(93)(76)
Total other comprehensive income (loss), net of tax(93)(76)
Comprehensive income (loss)46,058 (30,476)
Less: Comprehensive income (loss) attributable to noncontrolling interest(8,299)— 
Comprehensive income (loss) attributable to Par Pacific stockholders
$54,357 $(30,476)

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)
Three Months Ended March 31,
 20262025
Cash flows from operating activities:  
Net Income (Loss)$46,151 $(30,400)
Adjustments to reconcile net income (loss) to cash used in operating activities:  
Depreciation and amortization34,460 36,586 
Debt extinguishment and commitment costs— 25 
Non-cash interest expense2,189 1,524 
Non-cash lower of cost and net realizable value adjustment(785)(2,288)
Deferred taxes10,626 (6,894)
Other operating loss, net851 1 
Stock-based compensation3,852 3,546 
Unrealized (gain) loss on derivative contracts76,879 (9,357)
Equity earnings from Laramie Energy, LLC(9,179)(726)
Equity earnings from refining and logistics investments(5,829)(7,514)
Dividends received from refining and logistics investments2,823 — 
Net changes in operating assets and liabilities: 
Trade accounts receivable(168,835)13,803 
Prepaid and other assets(88,396)40,284 
Inventories (132,637)31,873 
Deferred turnaround expenditures(17,926)(28,177)
Obligations under inventory financing agreements125,806 17,273 
Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities79,243 (60,958)
Net cash used in operating activities(40,707)(1,399)
Cash flows from investing activities: 
Capital expenditures(43,070)(40,933)
Proceeds from sale of assets and other— 12 
Net cash used in investing activities(43,070)(40,921)
Cash flows from financing activities: 
Proceeds from borrowings1,452,000 1,424,000 
Repayments of borrowings(1,308,720)(1,388,683)
Payment of deferred loan costs— (47)
Purchase of common stock for retirement(36,702)(51,098)
Proceeds from exercise of stock options3,504 — 
Exercise of stock options(18,189)— 
Payments for debt extinguishment and commitment costs(62)(25)
Other financing activities, net2 — 
Net cash provided by (used in) financing activities91,833 (15,853)
Net increase (decrease) in cash, cash equivalents, and restricted cash8,056 (58,173)
Cash, cash equivalents, and restricted cash at beginning of period164,464 192,267 
Cash, cash equivalents, and restricted cash at end of period$172,520 $134,094 
Supplemental cash flow information:  
Net cash paid for:
Interest$(12,540)$(19,443)
Taxes(13)(26)
Non-cash investing and financing activities:  
Accrued capital expenditures$19,229 $28,705 
ROU assets obtained in exchange for new finance lease liabilities— 466 
ROU assets obtained in exchange for new operating lease liabilities6,910 45,167 
ROU assets terminated in exchange for release from operating lease liabilities168 — 

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
AdditionalOther
Non-
Common StockPaid-InAccumulatedComprehensiveTotal
Controlling
SharesAmountCapitalEarningsIncomeEquity
Interest
Balance, December 31, 202455,265 $552 $884,548 $295,846 $10,356 $1,191,302 $— 
Stock-based compensation753 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, 202552,310 $523 $886,747 $214,260 $10,280 $1,111,810 $— 

Accumulated
AdditionalOther
Non-
Common StockPaid-InAccumulatedComprehensiveTotal
Controlling
SharesAmountCapitalEarningsIncomeEquity
Interest
Balance, December 31, 202549,685 $497 $957,941 $541,376 $11,726 $1,511,540 $40,976 
Stock-based compensation370 3 3,849 — — 3,852 — 
Contributions to joint venture— — (2,865)— — (2,865)2,865 
Purchase of common stock for retirement(897)(7)(8,343)(28,020)— (36,370)— 
Exercise of stock options109 — (14,685)— — (14,685)— 
Other comprehensive loss— — — — (93)(93)— 
Net income (loss)— — — 54,450 — 54,450 (8,299)
Balance, March 31, 202649,267 $493 $935,897 $567,806 $11,633 $1,515,829 $35,542 
See accompanying notes to the condensed consolidated financial statements.
5
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025



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.
As of March 31, 2026, we owned the following investments:
•a 46% equity investment in Laramie Energy, LLC (“Laramie Energy”);
•a 65% equity investment in Yellowstone Energy Limited Partnership (“YELP”);
•a 40% equity investment in Yellowstone Pipeline Company (“YPLC”); and
•a 63.5% ownership interest in Hawaii Renewables, LLC (“Hawaii Renewables”).
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 are presented in our reporting currency, the U.S. dollar, and include the accounts of Par Pacific Holdings, Inc., its wholly-owned subsidiaries, and its majority-owned subsidiaries in which we hold a controlling financial interest. 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, 2025, 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, 2025.
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 did not have a material change in our allowances on trade receivables during the three months ended March 31, 2026 and 2025, respectively.
6
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


Cost Classifications
The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our condensed consolidated statements of operations (in thousands):
Three Months Ended March 31,
20262025
Cost of revenues$5,766 $6,785 
Operating expense17,575 21,684 
General and administrative expense783 687 
Accounting Principles Adopted
There have been no recent accounting pronouncements adopted, including the expected dates of adoption and estimated effects on our financial condition, results of operations, and cash flows, that had a material impact on our condensed consolidated financial statements as of and for the three months ended March 31, 2026.
Accounting Principles Not Yet Adopted
We have evaluated the recently issued, but not yet effective, accounting pronouncements and determined that there have been no new accounting pronouncements that are expected to have a material impact on our condensed consolidated financial statements as of and for the three months ended March 31, 2026.
Note 3—Refining and Logistics Equity Investments
Yellowstone Energy Limited Partnership
As of March 31, 2026, we owned a 65% limited partnership ownership interest in YELP. YELP owns a cogeneration facility in Billings, Montana, that converts petroleum coke, supplied from our Montana refinery and other nearby third-party refineries, into power production for the local utility grid.
The change in our equity investment in YELP is as follows (in thousands):
Three Months Ended March 31,
20262025
Beginning balance$69,740 $57,167 
Equity earnings from YELP3,725 5,637 
Amortization of basis difference
(348)(348)
Dividends received(2,823)— 
Ending balance$70,294 $62,456 
Yellowstone Pipeline Company
As of March 31, 2026, we owned a 40% ownership interest in YPLC. YPLC owns a refined products pipeline that begins at our Montana refinery and transports refined product throughout Montana and the Pacific Northwest.
The change in our equity investment in YPLC is as follows (in thousands):
Three Months Ended March 31,
20262025
Beginning balance$28,914 $29,144 
Equity earnings from YPLC2,414 2,187 
Accretion of basis difference38 38 
Ending balance$31,366 $31,369 
7
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


Note 4—Investment in Laramie Energy
As of March 31, 2026, we owned a 46% ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. The balance of our investment in Laramie Energy was $45.0 million and $35.8 million as of March 31, 2026, and December 31, 2025, respectively.
As of March 31, 2026, and December 31, 2025, Laramie Energy’s term loan had an outstanding balance of $160.0 million.
At March 31, 2026, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $57.0 million. This difference arose primarily due to other-than-temporary impairments of our equity investment in Laramie Energy recorded in prior years.
The change in our equity investment in Laramie Energy is as follows (in thousands):
Three Months Ended March 31,
20262025
Beginning balance$35,806 $12,498 
Equity earnings (losses) from Laramie Energy7,773 (888)
Accretion of basis difference1,406 1,614 
Ending balance
$44,985 $13,224 
Note 5—Joint Venture
Renewable Fuels Facility Joint Venture
As of March 31, 2026, we held a 63.5% ownership interest in Hawaii Renewables and Alohi Renewable Energy LLC (“Alohi”), an entity owned by Mitsubishi Corporation and ENEOS Corporation, held the remaining 36.5% ownership interest. The joint venture was formed for the development, construction, ownership, and operation of the new renewables fuels manufacturing facility co-located with our Hawaii refinery (“Renewable Fuels Facility”). The Renewable Fuels Facility began operations in April 2026.
The economic interest held by Alohi is recorded as a noncontrolling interest on our condensed consolidated balance sheets. Hawaii Renewables’ net income or loss is reflected in our refining segment on our condensed consolidated statements of operations.
Noncontrolling Interest
No accretion was recorded for the three months ended March 31, 2026. We do not consider any of the put or exit rights described in the Equity Contribution Agreement executed by the Company and Alohi on July 21, 2025, to be probable as of March 31, 2026, as Alohi has not exercised or indicated its intent to exercise its put option and none of the contingent events have occurred.
Note 6—Revenue Recognition
As of March 31, 2026, and December 31, 2025, receivables from contracts with customers were $423.7 million and $265.0 million, respectively. Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer. Deferred revenue was $1.8 million and $6.7 million as of March 31, 2026, and December 31, 2025, respectively. 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):
8
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


Three Months Ended March 31, 2026RefiningLogisticsRetail
Product or service:
Gasoline$672,652 $— $96,885 
Distillates (1)792,092 — 11,708 
Other refined products (2)276,124 — 16 
Merchandise— — 23,644 
Transportation and terminalling services— 76,846 — 
Other revenue31,659 — 855 
Total segment revenues (3)$1,772,527 $76,846 $133,108 
Three Months Ended March 31, 2025RefiningLogisticsRetail
Product or service:
Gasoline$579,300 $— $100,633 
Distillates (1)659,885 — 10,988 
Other refined products (2)366,350 — — 
Merchandise— — 24,028 
Transportation and terminalling services— 71,415 — 
Other revenue80,594 — 783 
Total segment revenues (3)$1,686,129 $71,415 $136,432 
_______________________________________________________
(1)Distillates primarily include diesel and jet fuel.
(2)Other refined products include fuel oil, vacuum gas oil, and asphalt.
(3)Refer to “Note 19—Segment Information” for the reconciliation of segment revenues to total consolidated revenues.
Note 7—Inventories
Inventories at March 31, 2026, and December 31, 2025, consisted of the following (in thousands):
Titled Inventory
Inventory Financing Agreements (1)
Total
March 31, 2026
Crude oil and feedstocks$173,156 $241,471 $414,627 
Refined products and blendstock576,022 — 576,022 
Warehouse stock and other (2)371,319 — 371,319 
Total$1,120,497 $241,471 $1,361,968 
December 31, 2025
Crude oil and feedstocks$144,363 $125,077 $269,440 
Refined products and blendstock413,066 — 413,066 
Warehouse stock and other (2)546,281 — 546,281 
Total$1,103,710 $125,077 $1,228,787 
________________________________________________________
(1)Please read “Note 9—Inventory Financing Agreements” for further information.
(2)Includes $272.7 million and $450.7 million of Renewable Identification Numbers (“RINs”) and environmental credits, reported at the lower of cost or net realizable value, as of March 31, 2026, and December 31, 2025, respectively. Our renewable volume obligation and other gross environmental credit obligations of $266.7 million and $380.4 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of March 31, 2026, and December 31, 2025, respectively.
9
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


As of March 31, 2026, and December 31, 2025, there was a $2.1 million write-down of the lower of cost or net realizable value of inventory. As of March 31, 2026, and December 31, 2025, the current replacement cost exceeded the LIFO inventory carrying value by approximately $35.5 million and $9.1 million, respectively.
Note 8—Prepaid and Other Current Assets
Prepaid and other current assets at March 31, 2026, and December 31, 2025, consisted of the following (in thousands):
March 31, 2026December 31, 2025
Collateral posted with broker for derivative instruments (1)$1,955 $7,016 
Prepaid insurance12,585 18,999 
Deferred financing costs1,060 1,568 
Derivative assets61,989 32,211 
Prepaid environmental credits41,114 — 
Other16,209 10,374 
Total$134,912 $70,168 
_________________________________________________________
(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 12—Derivatives” for further information.
Note 9—Inventory Financing Agreements
Inventory 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 (both as defined below) and revise certain other terms and conditions. As of March 31, 2026, and December 31, 2025, there were $225.6 million and $130.2 million of outstanding obligations under the Inventory Intermediation Agreement, respectively.
Product Financing Agreement
On June 27, 2025, we entered into a RINs financing agreement with Citigroup Energy Inc. (“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 with Citi (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 March 31, 2026, and December 31, 2025, there were no product financing obligations under the Product Financing Agreement.
Renewables Intermediation Agreement
On October 2, 2025, Hawaii Renewables entered into a Framework Agreement for Commodity Swap Transactions (the “Renewables Intermediation Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”) pursuant to which the parties agreed to a framework for entering into a series of swap transactions to support our renewable fuels facility operations. Under the Renewables Intermediation Agreement, Hawaii Renewables and Wells Fargo will enter into a series of commodity swap transactions on a monthly basis and Wells Fargo will agree to prepay a fixed amount not to exceed $100 million to Hawaii Renewables. The net initial prepayment of $27.2 million from Wells Fargo was presented as Proceeds from inventory financing agreements in our condensed consolidated statement of cash flows. As of March 31, 2026, and December 31, 2025, there were $61.7 million and $31.3 million of outstanding obligations under the Renewables Intermediation Agreement, respectively.
In connection with the Renewables Intermediation Agreement, on December 16, 2025, we entered into a Renewables LC Facility Agreement. Please read “Note 11—Debt” for definition and further information.
10
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations, and Interest expense and financing costs, net, related to the intermediation agreements (in thousands):
Three Months Ended March 31,
20262025
Net fees and expenses:
Inventory Intermediation Agreement
Inventory intermediation fees (1)$8,291 $5,600 
Interest expense and financing costs, net332 332 
Renewables Intermediation Agreement
Inventory intermediation fees (1)670 — 
Interest expense and financing costs, net505 — 
___________________________________________________
(1)Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $15.4 million and $4.5 million for the three months ended March 31, 2026 and 2025, respectively. Inventory intermediation fees under the Renewables Intermediation Agreement include immaterial market structure fees for the three months ended March 31, 2026. There were no inventory intermediation fees under the Renewables Intermediation Agreement for three months ended March 31, 2025.
Note 10—Other Accrued Liabilities
Other accrued liabilities at March 31, 2026, and December 31, 2025, consisted of the following (in thousands):
March 31, 2026December 31, 2025
Accrued payroll and other employee benefits$22,179 $42,034 
Environmental credit obligations (1)266,672 380,390 
Derivative liabilities20,953 13,739 
Deferred revenue1,823 6,719 
Other25,552 24,154 
Total$337,179 $467,036 
___________________________________________________
(1)Please read “Note 13—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 $272.7 million and $450.7 million as of March 31, 2026, and December 31, 2025, respectively.
Note 11—Debt
The following table summarizes our outstanding debt (in thousands):
March 31, 2026December 31, 2025
ABL Credit Facility due 2028
$321,000 $175,000 
Term Loan Credit Agreement due 2030
632,000 633,625 
Other long-term debt5,949 6,205 
Principal amount of long-term debt958,949 814,830 
Less: unamortized discount and deferred financing costs(11,331)(11,960)
Total debt, net of unamortized discount and deferred financing costs947,618 802,870 
Less: current maturities, net of unamortized discount and deferred financing costs(4,903)(4,930)
Long-term debt, net of current maturities$942,715 $797,940 
11
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


As of March 31, 2026, and December 31, 2025, we had $72.2 million and $44.5 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively. As of March 31, 2026, and December 31, 2025, we had no letters of credit outstanding under the Letter of Credit Facility Agreement Hawaii Renewables entered into with Wells Fargo (the “Renewables LC Facility Agreement”). We had $66.0 million and $85.9 million in surety bonds outstanding as of March 31, 2026, and December 31, 2025, respectively.
Under the ABL Credit Facility and the Term Loan Credit Agreement, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions.
ABL Credit Facility due 2028
As of March 31, 2026, the Asset-Based Revolving Credit Agreement with certain lenders, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (as amended from time to time, the ABL Credit Facility), had revolving loans of $321 million outstanding, a borrowing base of approximately $1.2 billion, and $765.5 million of availability.
Cross Default Provisions
Included within each of our debt agreements are affirmative and negative covenants, and customary cross default provisions, that require the repayment of amounts outstanding on demand unless the triggering payment default or acceleration is remedied, rescinded, or waived. As of March 31, 2026, we were in compliance with all of our debt instruments.
Note 12—Derivatives
Commodity Derivatives
Our condensed consolidated balance sheets present derivative assets and liabilities on a net basis. Please read “Note 13—Fair Value Measurements” for the gross fair value and net carrying value of our derivative instruments.
Our open futures and over-the-counter (“OTC”) swaps expire by June 2027. At March 31, 2026, our open commodity derivative contracts represented (in thousands of barrels):
Contract TypePurchasesSalesNet
Futures— (107)(107)
Swaps95,181 (103,383)(8,202)
Total95,181 (103,490)(8,309)
At March 31, 2026, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries. The following table provides information on these option collars as of March 31, 2026:
2026
Total open option collars1,670
Weighted-average strike price - floor (in dollars)$45.50
Weighted-average strike price - ceiling (in dollars)$82.56
Earliest commencement dateApril 2026
Furthest expiry dateDecember 2026
Environmental Credit Derivatives
At March 31, 2026, our open environmental credit derivative contracts represented zero credits.
Interest Rate Derivatives
We are exposed to interest rate volatility in our ABL Credit Facility, Term Loan Credit Agreement, and the Inventory Intermediation Agreement. We may utilize interest rate swaps to manage our interest rate risk.
The following table provides information on the fair value amounts (in thousands) of our derivatives as of March 31, 2026, and December 31, 2025, and their placement within our condensed consolidated balance sheets.
12
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


Balance Sheet LocationMarch 31, 2026December 31, 2025
Asset (Liability)
Commodity derivatives (1)Prepaid and other current assets$— $21,588 
Environmental credit derivatives (1)Prepaid and other current assets— 1,380 
Commodity derivatives (1)Other long-term assets— 1,295 
Commodity derivatives (2)
Other accrued liabilities(20,955)(944)
Commodity derivativesOther liabilities(31,574)— 
Citi repurchase obligation derivative
Obligations under inventory financing agreements(18,127)3,289 
Wells Fargo terminal obligation derivative
Obligations under inventory financing agreements(990)517 
Interest rate derivativesOther liabilities(347)(380)
_________________________________________________________
(1)Does not include cash collateral of $2.0 million and $7.0 million recorded in Prepaid and other current assets as of March 31, 2026, and December 31, 2025, respectively. Does not include $62.0 million and $9.2 million recorded in Prepaid and other current assets as of March 31, 2026, and December 31, 2025, respectively, related to realized derivatives receivable.
(2)Does not include $12.8 million recorded in Other accrued liabilities as of December 31, 2025, related to realized derivatives payable. There were no realized derivatives payables recorded in Other accrued liabilities as of March 31, 2026.
The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands):
Three Months Ended March 31,
Statement of Operations Location20262025
Commodity derivativesCost of revenues (excluding depreciation)$(52,591)$9,387 
Environmental credit derivatives Cost of revenues (excluding depreciation)(360)— 
Citi repurchase obligation derivative
Cost of revenues (excluding depreciation)(21,416)(3,548)
Wells Fargo terminal obligation derivative
Cost of revenues (excluding depreciation)(1,507)— 
Interest rate derivativesInterest expense and financing costs, net32 (85)
Note 13—Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Gross Environmental Credit Obligations
The portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits. The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period and classified as Level 2 instruments as we obtain the pricing inputs for the RINs and other environmental credits from brokers based on market quotes on similar instruments. As of March 31, 2026, the U.S. Environmental Protection Agency (“EPA”) has not made a determination with respect to small refinery exemptions for the 2025 compliance year. Accordingly, our recorded RFS obligation for the three months ended March 31, 2026, reflects 100% of the RFS obligation for the respective period with no assumption of SRE relief. Please read “Note 15—Commitments and Contingencies” for further information on the EPA regulations related to greenhouse gases.
13
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


Financial Statement Impact
Fair value amounts by hierarchy level as of March 31, 2026, and December 31, 2025, are presented gross in the tables below (in thousands):
March 31, 2026
Level 1Level 2Level 3Gross Fair ValueEffect of Counter-Party NettingNet Carrying Value on Balance Sheet (1)
Assets
Commodity and environmental credit derivatives
$26 $1,731,498 $— $1,731,524 $(1,731,524)$— 
Liabilities
Commodity derivatives$(554)$(1,783,499)$— $(1,784,053)$1,731,524 $(52,529)
Citi repurchase obligation derivative
— — (18,127)(18,127)— (18,127)
Wells Fargo terminal obligation derivative
— (990)— (990)— (990)
Interest rate derivatives— (347)— (347)— (347)
Gross environmental credit obligations (2) (3)
— (22,289)— (22,289)— (22,289)
Total liabilities$(554)$(1,807,125)$(18,127)$(1,825,806)$1,731,524 $(94,282)
December 31, 2025
Level 1Level 2Level 3Gross Fair ValueEffect of Counter-Party NettingNet Carrying Value on Balance Sheet (1)
Assets
Commodity and environmental credit derivatives
$2,439 $422,235 $— $424,674 $(400,411)$24,263 
Liabilities
Commodity derivatives$(1,833)$(399,522)$— $(401,355)$400,411 $(944)
Citi repurchase obligation derivative— — 3,289 3,289 — 3,289 
Wells Fargo terminal obligation derivative
— 517 — 517 — 517 
Interest rate derivatives— (380)— (380)— (380)
Gross environmental credit obligations (2) (3)
— (23,679)— (23,679)— (23,679)
Total liabilities$(1,833)$(423,064)$3,289 $(421,608)$400,411 $(21,197)
_________________________________________________________
(1)Does not include cash collateral of $2.0 million and $7.0 million as of March 31, 2026, and December 31, 2025, respectively, included within Prepaid and other current assets on our condensed consolidated balance sheets, respectively.
(2)Does not include RINs assets and other environmental credits of $272.7 million and $450.7 million presented in Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of March 31, 2026, and December 31, 2025, respectively.
(3)Does not include environmental liabilities of $244.4 million and $356.7 million satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits included in Other Accrued Liabilities on our condensed consolidated balance sheets as of March 31, 2026, and December 31, 2025, respectively.
14
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands):
Three Months Ended March 31,
20262025
Balance, at beginning of period$3,289 $(1,588)
Settlements— — 
Total losses included in earnings (1)(21,416)(3,548)
Balance, at end of period$(18,127)$(5,136)
_________________________________________________________
(1)Included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations.
The carrying value and fair value of long-term debt and other financial instruments as of March 31, 2026, and December 31, 2025, are as follows (in thousands):
March 31, 2026
Carrying ValueFair Value
ABL Credit Facility due 2028 (1)
$321,000 $321,000 
Term Loan Credit Agreement due 2030 (2)
620,669 632,000 
Product Financing Agreement (2)
— — 
Other long-term debt (2)
5,949 6,101 
December 31, 2025
Carrying ValueFair Value
ABL Credit Facility due 2028 (1)
$175,000 $175,000 
Term Loan Credit Agreement due 2030 (2)
621,665 633,625 
Product Financing Agreement (2)
— — 
Other long-term debt (2)6,205 6,310 
_________________________________________________________
(1)The fair value measurements of the ABL Credit Facility are considered Level 3 measurements in the fair value hierarchy.
(2)The fair value measurements of the Term Loan Credit Agreement, Product Financing Agreement and Other long-term debt are considered Level 2 measurements in the fair value hierarchy as discussed below.
The fair values of the Term Loan Credit Agreement and Other long-term debt were determined using a market approach based on quoted prices and the inputs used to measure the fair value are classified as Level 2 inputs within the fair value hierarchy.
The carrying value of our ABL Credit Facility, Renewables LC Facility and Product Financing Agreement were determined to approximate fair value as of March 31, 2026. 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 14—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.
15
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


The following table provides information on the amounts (in thousands) of our right-of-use assets (“ROU assets”) and liabilities, weighted-average remaining lease terms, and weighted average discount rates as of March 31, 2026, and December 31, 2025, and their placement within our condensed consolidated balance sheets:
Lease typeBalance Sheet LocationMarch 31, 2026December 31, 2025
Assets
FinanceProperty, plant, and equipment$32,380 $33,557 
FinanceAccumulated amortization(16,676)(17,185)
FinanceProperty, plant, and equipment, net15,704 16,372 
Operating
Operating lease right-of-use (“ROU”) assets
374,286 391,395 
Total right-of-use assets$389,990 $407,767 
Liabilities
Current
FinanceOther accrued liabilities$2,264 $2,303 
OperatingOperating lease liabilities100,172 99,558 
Long-term
FinanceFinance lease liabilities11,422 12,002 
OperatingOperating lease liabilities295,237 312,450 
Total lease liabilities$409,095 $426,313 
Weighted-average remaining lease term (in years)
Finance9.909.89
Operating6.786.58
Weighted-average discount rate
Finance6.88 %6.89 %
Operating7.49 %7.62 %
The following table summarizes the lease costs and income recognized in our condensed consolidated statements of operations (in thousands):
Three Months Ended March 31,
Lease cost (income) type20262025
Finance lease cost
Amortization of finance lease ROU assets$669 $685 
Interest on lease liabilities237 238 
Operating lease cost31,530 31,589 
Variable lease cost2,972 3,008 
Short-term lease cost1,112 2,269 
Net lease cost$36,520 $37,789 
Operating lease income (1)$(616)$(574)
_________________________________________________________
(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.
16
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


The following table summarizes the supplemental cash flow information related to leases as follows (in thousands):
Three Months Ended March 31,
Lease type20262025
Cash paid for amounts included in the measurement of liabilities
Financing cash flows from finance leases$651 $528 
Operating cash flows from finance leases239 238 
Operating cash flows from operating leases31,128 29,395 
Non-cash supplemental amounts
ROU assets obtained in exchange for new finance lease liabilities— 466 
ROU assets obtained in exchange for new operating lease liabilities6,910 45,167 
ROU assets terminated in exchange for release from operating lease liabilities168 — 
The table below includes the estimated future undiscounted cash flows for finance and operating leases as of March 31, 2026 (in thousands):
For the year ending December 31, Finance leasesOperating leasesTotal
2026 (1)$2,118 $96,413 $98,531 
20273,022 118,778 121,800 
20282,118 100,762 102,880 
20291,712 25,131 26,843 
20301,163 18,706 19,869 
20311,079 15,095 16,174 
Thereafter7,613 107,991 115,604 
Total lease payments18,825 482,876 501,701 
Less amount representing interest(5,362)(87,244)(92,606)
Present value of lease liabilities$13,463 $395,632 $409,095 
_________________________________________________________
(1)Represents the period from April 1, 2026, to December 31, 2026.
Additionally, we have $11.4 million future undiscounted cash flows for operating leases and no future undiscounted cash flows for finance leases that have not yet commenced. The lease will commence when the asset is made available for our use.
Note 15—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
From time to time, Par Hawaii Refining, LLC (“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 assessments for tax years 2023, 2024, 2025, and 2026. 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 appealed in November 2022. On September 26, 2025, the Thurston County Superior Court dismissed our refund claim. We have appealed to the Washington Court of Appeals. Additionally, by opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in the Hawaii foreign trade zone from certain state taxes. We and other similarly situated state taxpayers who had previously claimed such exemptions, certain of which we are contractually obligated to indemnify, are currently being audited for such prior tax periods. Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, on camera and under seal in the first circuit court of the state of Hawaii alleging that PHR, Par Pacific Holdings, Inc. and certain unnamed defendants
17
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking unspecified damages, penalties, interest and injunctive relief. 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. The EPA also regularly conducts compliance inspections related to these regulations.
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 emissions limits, controls, monitoring, and repair requirements under the Consent Decree and the Clean Air Act. 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 March 31, 2026, we have accrued $15.6 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 25 years.
Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years, which will include remediation of soil in the impoundments to increase capacity and bring them to a usable state. Based on current information, reasonable estimates we have received suggest costs of approximately $11.6 million to complete these projects.
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.
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.
The RFS enables the EPA to exempt certain small refineries from the renewable fuels blending requirements in the event such requirements would cause disproportionate economic hardship to that refinery. As of March 31, 2026, the EPA has not made a determination with respect to small refinery exemptions for the 2025 compliance year. Accordingly, our recorded
18
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


RFS obligation for the three months ended March 31, 2026, reflects 100% of the RFS obligation for the respective period with no assumption of SRE relief.
Other
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. We purchase emission allowances and compliance credits or allowances at State auctions and on the open market to meet our obligations under the CCA, and include the costs in the price of our products.
We assumed certain environmental liabilities as part of our purchase of the Montana refinery, including costs related to hazardous waste corrective measures, and ground and surface water sampling and monitoring. Based on current information, reasonable estimates we have received suggest the aggregate amount of these liabilities to be approximately $8.6 million. We expect to incur these costs over a 20 to 30 year period. On December 17, 2025, Exxon Mobil Corporation filed a complaint against Par Montana, LLC and several other parties to recover alleged cleanup costs at the Yale Oil site in Billings, Montana. However, at this time, we do not believe that we have any material liability associated with any Superfund site, including the Yale Oil site.
On November 6, 2025, Pacific Current, LLC, formerly the owner of the Hamakua power plant, filed a complaint against PHR and another company. The complaint claims that PHR manufactured and sold defective naphtha fuel to a third party that resold the fuel to Pacific Current, allegedly causing significant damage to the plant. We do not presently believe the outcome will have a material impact on our financial position, results of operations, or cash flows.
Note 16—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 months ended March 31, 2026, 0.7 million shares were repurchased under this share repurchase program for $28.0 million. The repurchased shares were retired by the Company upon receipt. During the three months ended March 31, 2025, 3.6 million shares were repurchased under the prior share repurchase program for $51.2 million. As of March 31, 2026, there was $109.2 million of authorization remaining under the current share repurchase program.
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 March 31,
20262025
Restricted Stock Awards$2,707 $2,498 
Restricted Stock Units806 678 
Stock Option Awards340 370 
During the three months ended March 31, 2026, we granted 291 thousand shares of restricted stock and restricted stock units with a fair value of approximately $12.4 million. As of March 31, 2026, there were approximately $21.9 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.6 years.
During the three months ended March 31, 2026, we granted no stock option awards. As of March 31, 2026, there were approximately $4.0 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 3.1 years.
During the three months ended March 31, 2026, we granted 98 thousand performance restricted stock units to executive officers. These performance restricted stock units had a fair value of approximately $4.2 million and are subject to certain annual performance targets based on three-year-performance periods as defined by our Board of Directors. As of
19
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


March 31, 2026, there were approximately $6.9 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.4 years.
During the three months ended March 31, 2026, we paid $18.2 million related to the exercises of stock options. There were no payments made related to the exercise of stock options during the three months ended March 31, 2025
Note 17—Income (Loss) per Share
The following table sets forth the computation of basic and diluted income (loss) per share attributable to Par Pacific stockholders (in thousands, except per share amounts):
Three Months Ended March 31,
20262025
Net income (loss)$46,151 $(30,400)
Less: Net loss attributable to noncontrolling interest
(8,299)— 
Net income (loss) attributable to Par Pacific stockholders$54,450 $(30,400)
Numerator for diluted income (loss) attributable to Par Pacific stockholders per common share$54,450 $(30,400)
Basic weighted-average common stock shares outstanding48,401 53,756 
Plus: dilutive effects of common stock equivalents
1,231 — 
Diluted weighted-average common stock shares outstanding49,632 53,756 
Basic income (loss) attributable to Par Pacific stockholders per common share$1.12 $(0.57)
Diluted income (loss) attributable to Par Pacific stockholders per common share$1.10 $(0.57)
Diluted income (loss) attributable to Par Pacific stockholders per common share excludes the following equity instruments because their effect would be anti-dilutive: (1)
Shares of unvested restricted stock170 1,058 
Shares of stock options350 1,565 
______________________________________________________
(1)Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted Net Loss attributable to Par Pacific stockholders per common share for the three months ended March 31, 2025.
Note 18—Income Taxes
Our income tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter.
For the three months ended March 31, 2026, our effective tax rate differed from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for officers’ compensation and equity method investments.
For the three months ended March 31, 2025, our effective tax rate differed from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for equity compensation and equity method investments.
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.
20
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


Note 19—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 March 31, 2026RefiningLogisticsRetailCorporate, Eliminations and Other (1)Total
Revenues
Fuel revenue
$1,740,868 $— $108,609 $(86,130)$1,763,347 
Other revenue
31,659 76,846 24,499 (72,601)60,403 
Total revenues
1,772,527 76,846 133,108 (158,731)1,823,750 
Cost of revenues (excluding depreciation)
Refining intercompany logistics costs72,606 — — (72,606)— 
Other cost of revenues (excluding depreciation)1,504,915 42,961 96,962 (86,334)1,558,504 
Total cost of revenues (excluding depreciation)
1,577,521 42,961 96,962 (158,940)1,558,504 
Operating expense (excluding depreciation)
115,920 5,892 20,706 — 142,518 
Depreciation and amortization25,421 5,800 2,435 804 34,460 
General and administrative expense (excluding depreciation)— — — 24,875 24,875 
Equity earnings from refining and logistics investments(3,377)(2,452)— — (5,829)
Acquisition and integration costs— — — 64 64 
Par West redevelopment and other costs— — — 2,985 2,985 
Other operating loss, net726 125 — — 851 
Operating income (loss)$56,316 $24,520 $13,005 $(28,519)$65,322 
Interest expense and financing costs, net(15,934)
Debt extinguishment and commitment costs(62)
Other loss, net(14)
Equity earnings from Laramie Energy, LLC9,179 
Income before income taxes58,491 
Income tax expense(12,340)
Net income$46,151 
Less:
Net loss attributable to noncontrolling interest(8,299)
Net income attributable to Par Pacific stockholders$54,450 
Capital expenditures$31,953 $5,988 $3,232 $1,897 $43,070 
21
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2026 and 2025


Three Months Ended March 31, 2025RefiningLogisticsRetailCorporate, Eliminations and Other (1)Total
Revenues
Fuel revenue$1,605,535 $— $111,621 $(80,818)$1,636,338 
Other revenue80,594 71,415 24,811 (68,122)108,698 
Total revenues1,686,129 71,415 136,432 (148,940)1,745,036 
Cost of revenues (excluding depreciation)
Refining intercompany logistics costs68,149 — — (68,149)— 
Other cost of revenues (excluding depreciation)1,502,973 40,567 96,639 (80,819)1,559,360 
Total cost of revenues (excluding depreciation)1,571,122 40,567 96,639 (148,968)1,559,360 
Operating expense (excluding depreciation)118,620 4,365 21,169 — 144,154 
Depreciation and amortization26,397 6,819 2,662 708 36,586 
General and administrative expense (excluding depreciation)— — — 24,243 24,243 
Equity earnings from refining and logistics investments(5,289)(2,225)— (7,514)
Acquisition and integration costs— — — — — 
Par West redevelopment and other costs— — — 3,982 3,982 
Other operating loss, net— — 1 — 1 
Operating income (loss)$(24,721)$21,889 $15,961 $(28,905)$(15,776)
Interest expense and financing costs, net(21,848)
Debt extinguishment and commitment costs(25)
Other loss, net(371)
Equity earnings from Laramie Energy, LLC726 
Income before income taxes(37,294)
Income tax benefit6,894 
Net loss$(30,400)
Less:
Net loss attributable to noncontrolling interest— 
Net loss attributable to Par Pacific stockholders$(30,400)
Capital expenditures$33,974 $3,821 $2,458 680 $40,933 
________________________________________________________
(1)Includes eliminations of intersegment revenues and cost of revenues of $158.7 million and $148.9 million for the three months ended March 31, 2026 and 2025, respectively.
22

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a growing energy company based in Houston, Texas, that provides both renewable and conventional fuels to the western United States. For more information, please read “Note 1—Overview” to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. 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.
Recent Events Affecting Comparability of Periods
Operational Update
Our Wyoming refinery experienced an operational incident on the evening of February 12, 2025, and remained safely idled during repair and recovery work through late April 2025, when the refinery returned to full crude operations. The 47 days of idle time in 2025 impacted comparability between the three months ended March 31, 2026, and March 31, 2025.
Economic Update
Geopolitical tensions in the Middle East and Red Sea region continue in 2026, putting upward pressure on prices in March 2026. The effective closure of the Strait of Hormuz in early March 2026 has disrupted global trade patterns and increased crude oil price volatility worldwide. Crude oil prices increased during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Brent crude oil prices averaged $99.60 per barrel during March, raising the quarterly average to $78.38 per barrel during the three months ended March 31, 2026, compared to $74.98 per barrel during the three months ended March 31, 2025. Average U.S. retail gasoline prices spiked to $3.48 per gallon in March, raising the quarterly average to $2.99 per gallon during the three months ended March 31, 2026, consistent with the average cost per gallon during the three months ended March 31, 2025. On March 1, 2026, OPEC agreed to increase output by 206,000 barrels per day beginning in April 2026. The overall energy price index increased 12.5% and the total consumer price index increased 3.3% year over year as of March 31, 2026.
Please read our Item 1A. — Risk Factors discussion below and on our Annual Report on Form 10-K for the year ended December 31, 2025 for further information.
Employee Update
Approximately 49% of the workforce at our Hawaii and Tacoma refineries are represented by the United Steelworkers Union under a collective bargaining agreement that expired January 31, 2026, and is currently subject to 24-hour extension periods while the parties continue their negotiations.
Results of Operations
Three months ended March 31, 2026 compared to the three months ended March 31, 2025
Net Income (Loss) Attributable to Par Pacific Stockholders. Our financial results for the first quarter of 2026 improved from a net loss attributable to Par Pacific stockholders of $30.4 million for the three months ended March 31, 2025, to net income attributable to Par Pacific Stockholders of $54.5 million for the three months ended March 31, 2026. The $84.9 million increase was primarily driven by an $81.0 million increase in our refining segment operating income, an $8.5 million increase in Equity earnings from Laramie Energy, LLC, and a $5.9 million decrease in Interest expense and financing costs, net, partially offset by a $19.2 million increase in income tax expense. Please read the discussions of segment and consolidated results below for additional information.
Adjusted EBITDA and Adjusted Net Income Attributable to Par Pacific Stockholders. For the three months ended March 31, 2026, Adjusted EBITDA was $91.5 million compared to $10.1 million for the three months ended March 31, 2025. The $81.4 million increase was primarily due to an $80.8 million increase in refining segment Adjusted Gross Margin.
For the three months ended March 31, 2026, Adjusted Net Income attributable to Par Pacific stockholders was $38.5 million compared to Adjusted Net Loss attributable to Par Pacific stockholders of $50.3 million for the three months ended March 31, 2025. The $88.8 million improvement was primarily related to the factors described above for the increase in Adjusted EBITDA and a $5.8 million decrease in Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain).
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Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information.
The following tables summarize our consolidated results of operations for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 (in thousands).
Three Months Ended March 31,
20262025$ Change% Change
Revenues$1,823,750 $1,745,036 $78,714 5%
Cost of revenues (excluding depreciation)1,558,504 1,559,360 (856)—%
Operating expense (excluding depreciation)142,518 144,154 (1,636)(1)%
Depreciation and amortization 34,460 36,586 (2,126)(6)%
General and administrative expense (excluding depreciation)24,875 24,243 632 3%
Equity earnings from refining and logistics investments(5,829)(7,514)1,685 22%
Acquisition and integration costs64 — 64 NM (1)
Par West redevelopment and other costs2,985 3,982 (997)(25)%
Other operating loss, net851 1 850 85,000%
Total operating expenses1,758,428 1,760,812 
Operating income (loss)65,322 (15,776)
Other income (expense)
Interest expense and financing costs, net(15,934)(21,848)5,914 (27)%
Debt extinguishment and commitment costs(62)(25)(37)148%
Other expense, net(14)(371)357 (96)%
Equity earnings from Laramie Energy, LLC9,179 726 8,453 1,164%
Total other expense, net(6,831)(21,518)
Income (loss) before income taxes58,491 (37,294)
Income tax benefit (expense)(12,340)6,894 (19,234)(279)%
Net income (loss)46,151 (30,400)
Less:
Net loss attributable to noncontrolling interest(8,299)— (8,299)NM (1)
Net income (loss) attributable to Par Pacific stockholders$54,450 $(30,400)
________________________________________________________
(1)NM - Not meaningful
The following tables summarize our operating income (loss) by segment for the three months ended March 31, 2026 and 2025 (in thousands).
Three Months Ended March 31, 2026RefiningLogistics (1)RetailCorporate, Eliminations and Other (2)Total
Revenues$1,772,527 $76,846 $133,108 $(158,731)$1,823,750 
Cost of revenues (excluding depreciation)1,577,521 42,961 96,962 (158,940)1,558,504 
Operating expense (excluding depreciation)115,920 5,892 20,706 — 142,518 
Depreciation and amortization25,421 5,800 2,435 804 34,460 
General and administrative expense (excluding depreciation)— — — 24,875 24,875 
Equity earnings from refining and logistics investments(3,377)(2,452)— — (5,829)
Acquisition and integration costs— — — 64 64 
Par West redevelopment and other costs— — — 2,985 2,985 
Other operating loss, net726 125 — — 851 
Operating income (loss)$56,316 $24,520 $13,005 $(28,519)$65,322 
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Three Months Ended March 31, 2025RefiningLogistics (1)RetailCorporate, Eliminations and Other (2)Total
Revenues$1,686,129 $71,415 $136,432 $(148,940)$1,745,036 
Cost of revenues (excluding depreciation)1,571,122 40,567 96,639 (148,968)1,559,360 
Operating expense (excluding depreciation)118,620 4,365 21,169 — 144,154 
Depreciation and amortization26,397 6,819 2,662 708 36,586 
General and administrative expense (excluding depreciation)— — — 24,243 24,243 
Equity earnings from refining and logistics investments(5,289)(2,225)— — (7,514)
Acquisition and integration costs— — — — — 
Par West redevelopment and other costs— — — 3,982 3,982 
Other operating loss, net— — 1 — 1 
Operating income (loss)$(24,721)$21,889 $15,961 $(28,905)$(15,776)
________________________________________________________
(1)Our logistics operations consist primarily of intercompany transactions that eliminate on a consolidated basis.
(2)Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $158.7 million and $148.9 million for the three months ended March 31, 2026 and 2025, respectively.
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Below is a summary of key operating statistics for the refining segment for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
20262025
Total Refining Segment
Feedstocks Throughput (Mbpd)
184.3 176.0 
Refined product sales volume (Mbpd)
188.8 184.6 
Adjusted Gross Margin per bbl ($/throughput bbl) (1)$11.16 $6.59 
Production costs per bbl ($/throughput bbl)6.93 7.41 
D&A per bbl ($/throughput bbl)1.53 1.67 
Hawaii Refinery
Feedstocks Throughput (Mbpd)89.8 79.4 
Yield (% of total throughput)
Gasoline and gasoline blendstocks28.7 %25.8 %
Distillates35.9 %34.4 %
Fuel oils30.5 %32.4 %
Other products2.0 %4.0 %
Total yield97.1 %96.6 %
Refined product sales volume (Mbpd)90.4 88.6 
Adjusted Gross Margin per bbl ($/throughput bbl) (1)
$13.10 $8.90 
Production costs per bbl ($/throughput bbl)4.67 4.81 
D&A per bbl ($/throughput bbl)0.26 0.23 
Montana Refinery
Feedstocks Throughput (Mbpd)
56.9 51.7 
Yield (% of total throughput)
Gasoline and gasoline blendstocks46.8 %45.3 %
Distillates35.5 %32.5 %
Asphalt9.3 %11.2 %
Other products2.9 %3.2 %
Total yield94.5 %92.2 %
Refined product sales volume (Mbpd)
50.7 47.4 
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Three Months Ended March 31,
20262025
Adjusted Gross Margin per bbl ($/throughput bbl) (1)
$6.93 $5.04 
Production costs per bbl ($/throughput bbl)9.05 10.56 
D&A per bbl ($/throughput bbl)2.57 2.34 
Washington Refinery
Feedstocks Throughput (Mbpd)23.0 38.6 
Yield (% of total throughput)
Gasoline and gasoline blendstocks24.1 %24.3 %
Distillates33.0 %35.9 %
Asphalt17.9 %15.4 %
Other products21.5 %20.5 %
Total yield96.5 %96.1 %
Refined product sales volume (Mbpd)30.4 36.5 
Adjusted Gross Margin per bbl ($/throughput bbl) (1)
$8.17 $2.09 
Production costs per bbl ($/throughput bbl)7.53 4.16 
D&A per bbl ($/throughput bbl)2.98 2.01 
Wyoming Refinery
Feedstocks Throughput (Mbpd)14.6 6.3 
Yield (% of total throughput)
Gasoline and gasoline blendstocks48.7 %50.5 %
Distillates44.0 %45.7 %
Fuel oils2.2 %2.3 %
Other products2.1 %1.1 %
Total yield97.0 %99.6 %
Refined product sales volume (Mbpd)17.3 12.1 
Adjusted Gross Margin per bbl ($/throughput bbl) (1)
$26.79 $19.83 
Production costs per bbl ($/throughput bbl)11.68 34.35 
D&A per bbl ($/throughput bbl)3.02 12.25 
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Three Months Ended March 31,
20262025
Market Indices (average $ per barrel)
Hawaii Index$31.11 $8.13 
Montana Index4.84 7.07 
Washington Index8.20 4.15 
Wyoming Index19.30 20.31 
Combined Index19.21 7.38 
Market Cracks (average $ per barrel)
Singapore 3.1.2 Product Crack$36.01 $13.12 
Montana 6.3.2.1 Product Crack15.08 17.02 
Washington 3.1.1.1 Product Crack
16.55 12.01 
Wyoming 2.1.1 Product Crack
22.22 21.74 
Crude Oil Prices (average $ per barrel)
Brent$78.38 $74.98 
WTI72.67 71.42 
ANS (-) Brent2.91 2.18 
Bakken Guernsey (-) WTI0.20 (1.81)
Bakken Williston (-) WTI(1.54)(3.08)
WCS Hardisty (-) WTI(13.75)(12.45)
MSW (-) WTI(3.06)(5.20)
Syncrude (-) WTI0.62 (1.96)
Brent M1-M33.89 1.22 
________________________________________________________
(1)We calculate Adjusted Gross Margin per barrel by dividing Adjusted Gross Margin by total refining throughput. Adjusted Gross Margin for our Washington refinery is determined under the last-in, first-out (“LIFO”) inventory costing method. Adjusted Gross Margin for our other refineries is determined under the first-in, first-out (“FIFO”) inventory costing method. Total Refining Segment Adjusted Gross Margin per barrel is presented net of intercompany profit in inventory of $0.50 per barrel and $0.08 per barrel for the three months ended March 31, 2026, and March 31, 2025, respectively, which represents margin on intercompany sales where the inventory remains on our condensed consolidated balance sheet at period end.
Below is a summary of key operating statistics for the retail segment for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
20262025
Retail Segment
Retail sales volumes (thousands of gallons) 28,064 29,431 
Non-GAAP Performance Measures
Management uses certain financial measures and forecasts to evaluate our operating performance and allocate resources that are considered non-GAAP financial measures. The chief operating decision-maker (“CODM”) is the Chief Executive Officer (“CEO”), who uses certain non-GAAP financial measures and forecasts to allocate resources and evaluate
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our operating performance. These measures should not be considered in isolation or as substitutes or alternatives to their most directly comparable GAAP financial measures or any other measure of financial performance or liquidity presented in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures used by other companies since each company may define these terms differently.
We believe Adjusted Gross Margin (as defined below) provides useful information to investors because it eliminates the gross impact of volatile commodity prices and adjusts for certain non-cash items and timing differences created by our inventory financing agreements and lower of cost and net realizable value adjustments to demonstrate the earnings potential of the business before other fixed and variable costs, which are reported separately in Operating expense (excluding depreciation) and Depreciation and amortization. Operating expense includes certain shared costs such as finance, accounting, tax, human resources, information technology, and legal costs that are not directly attributable to specific operating segments. The criteria used to determine the allocation of these expenses generally reflect the time and resources required to provide the applicable service to other internal stakeholders. Remaining expenses are included in the reconciliation of reportable segment Adjusted EBITDA to consolidated pre-tax income (loss) as unallocated corporate general and administrative expenses.
Management, including the CODM, uses Adjusted Gross Margin per barrel to evaluate operating performance and compare profitability to other companies in the industry and to industry benchmarks. We believe Adjusted Net Income (Loss) attributable to Par Pacific stockholders, Adjusted EBITDA (as defined below) and Adjusted EBITDA by segment (as defined below) are useful supplemental financial measures that allow management and investors to assess the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis, the ability of our assets to generate cash to pay interest on our indebtedness, and our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure.
Beginning with the financial results reported for the fourth quarter of 2025, Adjusted Net Income (Loss) attributable to Par Pacific stockholders excludes the portion of non-GAAP adjustments associated with the noncontrolling interest in our joint venture established on October 21, 2025. Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA by segment also excludes other operating gains and losses (which primarily includes the impacts of the noncash remeasurement of our environmental liabilities). This modification improves comparability between periods by excluding non-cash gains and losses that do not reflect ongoing underlying business operations.
Beginning with the financial results reported for the fourth quarter of 2025, Adjusted EBITDA includes the Adjusted Net Income (Loss) attributable to noncontrolling interests associated with our joint venture established on October 21, 2025.
Adjusted Gross Margin
Adjusted Gross Margin is defined as Operating income (loss) excluding:
•operating expense (excluding depreciation);
•depreciation and amortization (“D&A”);
•Par’s portion of interest, taxes, and D&A expense from refining and logistics investments;
•impairment expense;
•other operating (gain) loss, net (which includes the impacts of the noncash remeasurement of our environmental liabilities);
•Par's portion of accounting policy differences from refining and logistics investments;
•inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
•Environmental obligation mark-to-market adjustment (which represents the mark-to-market losses (gains) associated with our net RINs liability and our net obligation associated with the Washington Climate Commitment Act and Clean Fuel Standard); and
•unrealized loss (gain) on derivatives.
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    The following tables present a reconciliation of Adjusted Gross Margin to the most directly comparable GAAP financial measure, Operating income (loss), on a historical basis, for selected segments, for the periods indicated (in thousands).
Three months ended March 31, 2026RefiningLogisticsRetail
Operating Income$56,316 $24,520 $13,005 
Operating expense (excluding depreciation)115,920 5,892 20,706 
Depreciation, depletion, and amortization25,421 5,800 2,435 
Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments
927 1,082 — 
Inventory valuation adjustment(61,226)— — 
Environmental obligation mark-to-market adjustments(29,508)— — 
Unrealized loss on derivatives76,911 — — 
Par's portion of accounting policy differences from refining and logistics investments(412)— — 
Other operating loss, net726 125 — 
Adjusted Gross Margin (1)$185,075 $37,419 $36,146 
Three months ended March 31, 2025RefiningLogisticsRetail
Operating Income (Loss)$(24,721)$21,889 $15,961 
Operating expense (excluding depreciation)118,620 4,365 21,169 
Depreciation, depletion, and amortization26,397 6,819 2,662 
Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments1,152 966 — 
Inventory valuation adjustment(11,687)— — 
Environmental obligation mark-to-market adjustments4,954 — — 
Unrealized gain on derivatives(9,442)— — 
Par's portion of accounting policy differences from refining and logistics investments(945)— — 
Other operating loss, net— — 1 
Adjusted Gross Margin (1)$104,328 $34,039 $39,793 
____________________________________________________________________________
(1)For the three months ended March 31, 2026 and 2025, there was no impairment expense in Operating income (loss).
Adjusted Net Income (Loss) Attributable to Par Pacific Stockholders and Adjusted EBITDA
    Adjusted Net Income (Loss) attributable to Par Pacific stockholders is defined as Net income (loss) attributable to Par Pacific stockholders excluding:
•inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
•Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our RINs and Washington CCA and Clean Fuel Standard);
•unrealized (gain) loss on derivatives;
•acquisition and integration costs;
•redevelopment and other costs related to Par West;
•debt extinguishment and commitment costs;
•increase in (release of) tax valuation allowance and other deferred tax items;
•changes in the value of contingent consideration and common stock warrants;
•severance costs and other non-operating expense (income);
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•impairment expense;
•impairment expense associated with our investment in Laramie Energy;
•Par’s share of equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions;
•Par’s portion of accounting policy differences from refining and logistics investments;
•other operating (gain) loss, net (which includes the impacts of the noncash remeasurement of our environmental liabilities); and
•Noncontrolling interest impact of non-GAAP adjustments.
Adjusted EBITDA is defined as Adjusted Net Income (Loss) attributable to Par Pacific stockholders plus Adjusted Net Income (Loss) attributable to noncontrolling interests excluding:
•D&A;
•interest expense and financing costs, net, excluding interest rate derivative loss (gain);
•cash distributions from Laramie Energy, LLC to Par;
•Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and
•income tax expense (benefit) excluding the increase in (release of) tax valuation allowance.
    The following table presents a reconciliation of Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income (loss) attributable to Par Pacific stockholders, on a historical basis for the periods indicated (in thousands):
Three Months Ended March 31,
20262025
Net Income (loss) attributable to Par Pacific stockholders$54,450 $(30,400)
Inventory valuation adjustment(61,226)(11,687)
Environmental obligation mark-to-market adjustments(29,508)4,954 
Unrealized loss (gain) on derivatives76,879 (9,357)
Acquisition and integration costs64 — 
Par West redevelopment and other costs2,985 3,982 
Debt extinguishment and commitment costs62 25 
Changes in valuation allowance and other deferred tax items (1)10,628 (6,894)
Severance costs and other non-operating expense (2)53 726 
Equity earnings from Laramie Energy, LLC, excluding cash distributions(9,179)(726)
Par's portion of accounting policy differences from refining and logistics investments(412)(945)
Other operating loss, net851 1 
Noncontrolling interest impact of non-GAAP adjustments(7,105)— 
Adjusted Net Income (Loss) attributable to Par Pacific stockholders (3) 38,542 (50,321)
Adjusted Net Loss attributable to noncontrolling interests (4)(1,194)— 
Depreciation, depletion, and amortization34,460 36,586 
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain)15,966 21,763 
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments2,009 2,118 
Income tax expense1,712 — 
Adjusted EBITDA (3)$91,495 $10,146 
________________________________________
(1)For the three months ended March 31, 2026 and 2025, we recognized a non-cash deferred tax expense of $10.6 million and a deferred tax benefit of $6.9 million, respectively, driven by an increase in our 2026 taxable income. This tax expense (benefit) is included in Income tax expense (benefit) on our condensed consolidated statements of operations.
(2)For the three months ended March 31, 2025, we incurred $0.3 million of stock-based compensation expenses associated with equity awards modifications.
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(3)For the three months ended March 31, 2026 and 2025, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, cash distributions from Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference. Please read the Non-GAAP Performance Measures discussion above for information regarding changes to the components of Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA made during the reporting periods.
(4)Represents the amount necessary to reconcile Adjusted Net Income (Loss) attributable to Par Pacific stockholders to consolidated adjusted net income (loss) used in calculating Adjusted EBITDA. The amount equals net income (loss) attributable to noncontrolling interest minus the noncontrolling interest impact of non-GAAP adjustments.
Adjusted EBITDA by Segment
    Adjusted EBITDA by segment is defined as Operating income (loss) excluding:
•D&A;
•inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
•Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington CCA and Clean Fuel Standard);
•unrealized (gain) loss on derivatives;
•acquisition and integration costs;
•redevelopment and other costs related to Par West;
•severance costs and other non-operating expense (income);
•other operating loss (gain), net (which includes the impacts of the noncash remeasurement of our environmental liabilities);
•impairment expense;
•Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and
•Par's portion of accounting policy differences from refining and logistics investments.
Adjusted EBITDA by segment also includes Gain on curtailment of pension obligation and Other income (loss), net, which are presented below Operating income (loss) on our condensed consolidated statement of operations.
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The following table presents a reconciliation of Adjusted EBITDA by segment to the most directly comparable GAAP financial measure, Operating income (loss) by segment, on a historical basis, for our operating segments for the periods indicated (in thousands).
Three Months Ended March 31, 2026RefiningLogisticsRetailCorporate and Other
Operating income (loss) by segment$56,316 $24,520 $13,005 $(28,519)
Depreciation, depletion and amortization25,421 5,800 2,435 804 
Inventory valuation adjustment(61,226)— — — 
Environmental obligation mark-to-market adjustments(29,508)— — — 
Unrealized loss on commodity derivatives76,911 — — — 
Acquisition and integration costs— — — 64 
Par West redevelopment and other costs— — — 2,985 
Severance costs and other non-operating expense— — 53 — 
Par's portion of accounting policy differences from refining and logistics investments(412)— — — 
Other operating loss, net726 125 — — 
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments927 1,082 — — 
Other loss, net— — — (14)
Adjusted EBITDA (1)$69,155 $31,527 $15,493 $(24,680)
Three Months Ended March 31, 2025RefiningLogisticsRetailCorporate and Other
Operating income (loss) by segment$(24,721)$21,889 $15,961 $(28,905)
Depreciation, depletion and amortization26,397 6,819 2,662 708 
Inventory valuation adjustment(11,687)— — — 
Environmental obligation mark-to-market adjustments4,954 — — — 
Unrealized gain on derivatives(9,442)— — — 
Par West redevelopment and other costs— — — 3,982 
Severance costs and other non-operating expense— — — 726 
Par's portion of accounting policy differences from refining and logistics investments(945)— — — 
Other operating loss, net— — 1 — 
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments1,152 966 — — 
Other loss, net— — — (371)
Adjusted EBITDA (1)$(14,292)$29,674 $18,624 $(23,860)
________________________________________
(1)For the three months ended March 31, 2026 and 2025, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference.
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Factors Impacting Segment Results
Operating Income
Three months ended March 31, 2026 compared to the three months ended March 31, 2025
Refining. Operating income for our refining segment was $56.3 million for the three months ended March 31, 2026, an increase of $81.0 million compared to an operating loss of $24.7 million for the three months ended March 31, 2025. Please read the Adjusted Gross Margin discussion below for additional information. The increase in operating income was primarily driven by:
•an increase of $111.6 million related to favorable changes in feedstock differentials across all our refineries,
•a favorable FIFO adjustment of $150.8 million driven by rising feedstock costs, and
•an increase of $77.8 million primarily related to higher crack spreads at our Washington, Hawaii, and Montana refineries
partially offset by:
•a decrease of $156.9 million related to unfavorable derivative impacts and
•an unfavorable change of $104.0 million in the valuation of the step-out obligation related to our Inventory Intermediation Agreement driven by changes in commodity prices.
Logistics. Operating income for our logistics segment was $24.5 million for the three months ended March 31, 2026, an increase of $2.6 million compared to $21.9 million for the three months ended March 31, 2025. $5.4 million of the increase was driven by higher throughput activity across our Wyoming, Hawaii, and Montana logistics assets, partially offset by increased repair and maintenance costs of $2.7 million in Hawaii related to planned maintenance activities. Our Wyoming refinery was idle for 47 days in the first quarter of 2025 as a result of an operational incident.
Retail. Operating income for our retail segment was $13.0 million for the three months ended March 31, 2026, a decrease of $3.0 million compared to $16.0 million for the three months ended March 31, 2025. The decrease was primarily due to a $2.5 million decrease driven by lower fuel margins and a $1.4 million decline related to 5% lower fuel sales volumes.
Adjusted Gross Margin
Three months ended March 31, 2026 compared to the three months ended March 31, 2025
Refining. For the three months ended March 31, 2026, our refining Adjusted Gross Margin was $185.1 million, an increase of $80.8 million compared to $104.3 million for the three months ended March 31, 2025. The increase was primarily driven by a $60.7 million increase related to favorable feedstock costs, and $79.3 million related to higher crack spreads, partially offset by $70.6 million related to unfavorable impacts from realized derivatives and a $32.1 million increase in environmental costs. Our combined index improved $11.83 per barrel, or 160%, in the first quarter of 2026 compared to the comparable period in 2025.
Logistics. For the three months ended March 31, 2026, our logistics Adjusted Gross Margin was $37.4 million, an increase of $3.4 million compared to $34.0 million for the three months ended March 31, 2025. The increase is primarily due to higher throughput activity across our Hawaii, Montana and Wyoming logistics assets, partially offset by a $2.7 million increase in repair and maintenance costs in Hawaii related to planned maintenance activities.
Retail. For the three months ended March 31, 2026, our retail Adjusted Gross Margin was $36.1 million, a decrease of $3.7 million compared to $39.8 million for the three months ended March 31, 2025. The decrease was primarily due to a $2.5 million decrease driven by fuel margins and a $1.4 million decrease related to lower fuel sales volumes.
Discussion of Consolidated Results
Three months ended March 31, 2026 compared to the three months ended March 31, 2025
Revenues. For the three months ended March 31, 2026, revenues were $1.8 billion, a $0.1 billion increase compared to $1.7 billion for the three months ended March 31, 2025. The increase was primarily driven by higher refining revenue due to higher average product crack spreads and a 2% increase in product sales volumes. Average Brent crude oil prices increased 5% and average WTI crude oil prices increased 2% as compared to the prior period. The Combined Index increased 160% compared to the first quarter of 2025. Revenues at our retail segment decreased $3.3 million primarily due to a 5% decline in fuel sales volumes related to a 2% increase in prices. Please read our key operating statistics for further information.
34

Cost of Revenues (Excluding Depreciation). For the three months ended March 31, 2026, and the three months ended March 31, 2025, cost of revenues (excluding depreciation) was $1.6 billion.
Operating Expense (Excluding Depreciation). For the three months ended March 31, 2026, operating expense (excluding depreciation) was $142.5 million, relatively consistent with $144.2 million for the three months ended March 31, 2025.
Depreciation and Amortization. For the three months ended March 31, 2026, D&A was $34.5 million, a decrease of $2.1 million compared to $36.6 million for the three months ended March 31, 2025. The decrease was primarily due to Wyoming equipment damaged in the 2025 operational incident and no similar events in 2026.
General and Administrative Expense (Excluding Depreciation). For the three months ended March 31, 2026, general and administrative expense (excluding depreciation) was $24.9 million, relatively consistent with $24.2 million for the three months ended March 31, 2025.
Equity Earnings From Refining and Logistics Investments. During the three months ended March 31, 2026, Equity earnings from refining and logistics investments were $5.8 million, a decrease of $1.7 million compared to $7.5 million for the three months ended March 31, 2025. The decrease was primarily due to a $1.9 million decrease in our proportionate share of YELP’s net income. Please read “Note 3—Refining and Logistics Equity Investments” for further information.
Acquisition and Integration Costs. For the three months ended March 31, 2026, we incurred an immaterial amount of acquisition and integration costs, which was relatively consistent with the three months ended March 31, 2025, in which we incurred no acquisition and integration costs.
Par West Redevelopment and Other Costs. For the three months ended March 31, 2026, Par West redevelopment and other costs were $3.0 million, a decrease of $1.0 million compared to $4.0 million for the three months ended March 31, 2025, primarily due to a decrease in redevelopment activities.
Other Operating Loss, Net. For the three months ended March 31, 2026, there was a $0.9 million other operating loss, net, related to the disposal of refinery and logistics property and equipment. For the three months ended March 31, 2025, other operating loss, net, was immaterial.
Interest Expense and Financing Costs, Net. For the three months ended March 31, 2026, our interest expense and financing costs were $15.9 million, a decrease of $5.9 million compared to $21.8 million for the three months ended March 31, 2025, primarily due to a decrease in interest expense related to lower outstanding balances under our ABL Credit Facility and lower Term Loan Credit Agreement interest rates.
Equity earnings from Laramie Energy, LLC. For the three months ended March 31, 2026, Equity earnings from Laramie Energy, LLC were $9.2 million compared to Equity earnings from Laramie Energy, LLC of $0.7 million for the three months ended March 31, 2025. The increase was primarily due to an $8.7 million increase in our proportionate share of Laramie Energy’s net income. Please read “Note 4—Investment in Laramie Energy” for further discussion.
Income Taxes. For the three months ended March 31, 2026, our income tax expense was $12.3 million, an increase of $19.2 million compared to a $6.9 million income tax benefit for three months ended March 31, 2025, primarily related to our pre-tax net income in the first quarter of 2026 as compared to our pre-tax net loss in the first quarter of 2025. Please read “Note 18—Income Taxes” for further discussion.
Net Loss Attributable to Noncontrolling Interests. For the three months ended March 31, 2026, losses attributable to noncontrolling interests were $8.3 million related to our Hawaii Renewables joint venture. For the three months ended March 31, 2025, there was no income or loss attributable to noncontrolling interests. Please read “Note 5—Joint Venture” for further discussion.
Condensed Consolidating Financial Information
On February 28, 2023, Par Petroleum, LLC (“Par Borrower”) entered into the Term Loan Credit Agreement (the “Term Loan Credit Agreement”) due 2030 with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Term Loan Credit Agreement was co-issued by Par Petroleum Finance Corp. (together with the Par Borrower, the “Term Loan Borrowers”), which has no independent assets or operations. The Term Loan Credit Agreement is guaranteed on a senior unsecured basis only as to payment of principal and interest by Par Pacific Holdings, Inc. (the “Parent”) and is guaranteed on a senior secured basis by all of the subsidiaries of Par Borrower. The Term Loan Credit Agreement
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proceeds were used to refinance our existing Term Loan B Facility and repurchase our outstanding 7.75% Senior Secured Notes and 12.875% Senior Secured Notes, all three of which had similar guarantees that were replaced by those on the Term Loan Credit Agreement.
The following supplemental condensed consolidating financial information reflects (i) the Parent’s separate accounts, (ii) Par Borrower and its consolidated subsidiaries’ accounts (which are all guarantors of the Term Loan Credit Agreement), (iii) the accounts of subsidiaries of the Parent that are not guarantors of the Term Loan Credit Agreement and consolidating adjustments and eliminations, and (iv) the Parent’s consolidated accounts for the dates and periods indicated. For purposes of the following condensed consolidating information, the Parent’s investment in its subsidiaries is accounted for under the equity method of accounting (dollar amounts in thousands).
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As of March 31, 2026
Parent Guarantor
Par Borrower and Subsidiaries
Non-Guarantor Subsidiaries and EliminationsPar Pacific Holdings, Inc. and Subsidiaries
ASSETS
Current assets
Cash and cash equivalents$18,080 $131,392 $22,696 $172,168 
Restricted cash352 — — 352 
Trade accounts receivable— 481,507 — 481,507 
Inventories— 1,306,120 55,848 1,361,968 
Prepaid and other current assets6,057 127,883 972 134,912 
Current note receivable from subsidiaries
48,000 — (48,000)— 
Due from related parties603,246 — (603,246)— 
Total current assets675,735 2,046,902 (571,730)2,150,907 
Property, plant, and equipment 
Property, plant, and equipment27,456 1,753,853 113,773 1,895,082 
Less accumulated depreciation and amortization(18,300)(658,097)(10,216)(686,613)
Property, plant, and equipment, net9,156 1,095,756 103,557 1,208,469 
Long-term assets 
Operating lease right-of-use (“ROU”) assets
6,683 367,603 — 374,286 
Refining and logistics equity investments— — 101,660 101,660 
Investment in Laramie Energy, LLC— — 44,985 44,985 
Investment in subsidiaries1,064,578 — (1,064,578)— 
Intangible assets, net— 8,298 1,443 9,741 
Goodwill— 124,679 2,597 127,276 
Other long-term assets— 180,176 12,019 192,195 
Total assets$1,756,152 $3,823,414 $(1,370,047)$4,209,519 
LIABILITIES AND STOCKHOLDERS’ EQUITY 
Current liabilities 
Current maturities of long-term debt$— $52,924 $(48,021)$4,903 
Obligations under inventory financing agreements— 225,631 61,667 287,298 
Accounts payable4,830 554,579 18,760 578,169 
Accrued taxes13 16,935 79 17,027 
Operating lease liabilities566 99,606 — 100,172 
Other accrued liabilities1,890 327,334 7,955 337,179 
Due to related parties276,236 407,347 (683,583)— 
Total current liabilities283,535 1,684,356 (643,143)1,324,748 
Long-term liabilities 
Long-term debt, net of current maturities— 942,715 — 942,715 
Finance lease liabilities632 14,625 (3,835)11,422 
Operating lease liabilities10,009 285,228 — 295,237 
Other liabilities— 188,884 (104,858)84,026 
Total liabilities294,176 3,115,808 (751,836)2,658,148 
Commitments and contingencies
Noncontrolling interest
— — 35,542 35,542 
Stockholders’ equity
Common stock493 — — 493 
Additional paid-in capital882,044 (262,066)315,919 935,897 
Accumulated earnings (deficit)567,806 960,143 (960,143)567,806 
Accumulated other comprehensive income (loss)11,633 9,529 (9,529)11,633 
Total stockholders’ equity1,461,976 707,606 (653,753)1,515,829 
Total liabilities, noncontrolling interest, and stockholders’ equity$1,756,152 $3,823,414 $(1,370,047)$4,209,519 
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As of December 31, 2025
Parent GuarantorPar Borrower and SubsidiariesNon-Guarantor Subsidiaries and EliminationsPar Pacific Holdings, Inc. and Subsidiaries
ASSETS
Current assets
Cash and cash equivalents$15,639 $125,892 $22,582 $164,113 
Restricted cash351 — — 351 
Trade accounts receivable— 312,672 — 312,672 
Inventories— 1,199,523 29,264 1,228,787 
Prepaid and other current assets2,903 65,864 1,401 70,168 
Due from related parties579,579 — (579,579)— 
Current note receivable from subsidiaries60,000 — (60,000)— 
Total current assets658,472 1,703,951 (586,332)1,776,091 
Property, plant, and equipment 
Property, plant, and equipment25,016 1,729,382 108,707 1,863,105 
Less accumulated depreciation and amortization(17,730)(637,470)(9,954)(665,154)
Property, plant, and equipment, net7,286 1,091,912 98,753 1,197,951 
Long-term assets 
Operating lease right-of-use (“ROU”) assets
6,787 384,608 — 391,395 
Refining and logistics equity investments— — 98,654 98,654 
Investment in Laramie Energy, LLC— — 35,806 35,806 
Investment in subsidiaries1,051,331 — (1,051,331)— 
Intangible assets, net— 8,541 943 9,484 
Goodwill— 124,679 2,597 127,276 
Long term note receivable from subsidiaries3,000 — (3,000)— 
Other long-term assets— 174,385 22,647 197,032 
Total assets$1,726,876 $3,488,076 $(1,381,263)$3,833,689 
LIABILITIES AND STOCKHOLDERS’ EQUITY 
Current liabilities 
Current maturities of long-term debt$— $64,930 $(60,000)$4,930 
Obligations under inventory financing agreements— 130,150 31,342 161,492 
Accounts payable3,062 331,502 6,991 341,555 
Accrued taxes— 31,565 — 31,565 
Operating lease liabilities536 99,022 — 99,558 
Other accrued liabilities3,474 457,297 6,265 467,036 
Due to related parties254,102 393,859 (647,961)— 
Total current liabilities261,174 1,508,325 (663,363)1,106,136 
Long-term liabilities 
Long-term debt, net of current maturities— 800,940 (3,000)797,940 
Finance lease liabilities690 15,201 (3,889)12,002 
Operating lease liabilities10,192 302,258 — 312,450 
Other liabilities— 153,152 (100,507)52,645 
Total liabilities272,056 2,779,876 (770,759)2,281,173 
Commitments and contingencies
Noncontrolling interest— — 40,976 40,976 
Stockholders’ equity
Preferred stock— — — — 
Common stock497 — — 497 
Additional paid-in capital901,221 (205,916)262,636 957,941 
Accumulated earnings (deficit)541,376 904,494 (904,494)541,376 
Accumulated other comprehensive income (loss)11,726 9,622 (9,622)11,726 
Total stockholders’ equity1,454,820 708,200 (651,480)1,511,540 
Total liabilities, noncontrolling interest, and stockholders’ equity$1,726,876 $3,488,076 $(1,381,263)$3,833,689 

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Three Months Ended March 31, 2026
Parent Guarantor
Par Borrower and Subsidiaries
Non-Guarantor Subsidiaries and EliminationsPar Pacific Holdings, Inc. and Subsidiaries
Revenues$203 $1,825,450 $(1,903)$1,823,750 
Operating expenses
Cost of revenues (excluding depreciation)— 1,538,435 20,069 1,558,504 
Operating expense (excluding depreciation)— 141,004 1,514 142,518 
Depreciation and amortization570 33,632 258 34,460 
General and administrative expense (excluding depreciation)6,732 18,143 — 24,875 
Equity earnings from refining and logistics investments— — (5,829)(5,829)
Acquisition and integration costs64 — — 64 
Par West redevelopment and other costs— 2,985 — 2,985 
Other operating loss, net— 851 — 851 
Total operating expenses7,366 1,735,050 16,012 1,758,428 
Operating income (loss)(7,163)90,400 (17,915)65,322 
Other income (expense)
Interest expense and financing costs, net(18)(15,610)(306)(15,934)
Debt extinguishment and commitment costs— (62)— (62)
Other income (expense), net(9)— (5)(14)
Equity earnings (losses) from subsidiaries61,639 — (61,639)— 
Equity earnings from Laramie Energy, LLC— — 9,179 9,179 
Total other income (expense), net61,612 (15,672)(52,771)(6,831)
Income (loss) before income taxes54,449 74,728 (70,686)58,491 
Income tax benefit (expense) (1)— (19,079)6,739 (12,340)
Net income (loss)54,449 55,649 (63,947)46,151 
Less:
Net loss attributable to noncontrolling interest— — (8,299)(8,299)
Net income attributable to Par Pacific stockholders$54,449 $55,649 $(55,648)$54,450 
Adjusted EBITDA$(6,538)$94,634 $3,399 $91,495 

39

Three Months Ended March 31, 2025
Parent Guarantor
Par Borrower and Subsidiaries
Non-Guarantor Subsidiaries and EliminationsPar Pacific Holdings, Inc. and Subsidiaries
Revenues$— $1,745,009 $27 $1,745,036 
Operating expenses
Cost of revenues (excluding depreciation)— 1,559,360 — 1,559,360 
Operating expense (excluding depreciation)— 144,154 — 144,154 
Depreciation and amortization487 36,051 48 36,586 
General and administrative expense (excluding depreciation)7,302 16,941 — 24,243 
Equity earnings from refining and logistics investments— — (7,514)(7,514)
Acquisition and integration costs— — — — 
Par West redevelopment and other costs— 3,982 — 3,982 
Other operating loss, net— 1 — 1 
Total operating expenses7,789 1,760,489 (7,466)1,760,812 
Operating income (loss)
(7,789)(15,480)7,493 (15,776)
Other income (expense)
Interest expense and financing costs, net(31)(21,904)87 (21,848)
Debt extinguishment and commitment costs— (25)— (25)
Other income (expense), net(8)(363)— (371)
Equity earnings (losses) from subsidiaries(22,572)— 22,572 — 
Equity earnings from Laramie Energy, LLC— — 726 726 
Total other income (expense), net(22,611)(22,292)23,385 (21,518)
Income (loss) before income taxes(30,400)(37,772)30,878 (37,294)
Income tax benefit (expense) (1)— 6,993 (99)6,894 
Net income (loss)$(30,400)$(30,779)$30,779 $(30,400)
Less:
Net income attributable to noncontrolling interest— — — — 
Net loss attributable to Par Pacific stockholders$(30,400)$(30,779)$30,779 $(30,400)
Adjusted EBITDA$(7,129)$8,561 $8,714 $10,146 
________________________________________
(1)    The income tax benefit (expense) of the Parent Guarantor and Issuer and Subsidiaries is determined using the separate return method. The Non-Guarantor Subsidiaries and Eliminations column includes tax benefits recognized at the Par consolidated level that are primarily associated with changes to the consolidated valuation allowance and other deferred tax balances.
Non-GAAP Financial Measures
Adjusted EBITDA for the supplemental consolidating condensed financial information, which is segregated at the “Parent Guarantor,” “Par Borrower and Subsidiaries,” and “Non-Guarantor Subsidiaries and Eliminations” levels, is calculated in a similar manner as the Par Pacific Holdings, Inc. Adjusted EBITDA. Net income (loss), which management considers the most directly comparable GAAP measure, is used as the basis for the calculation instead of Net income (loss) attributable to Par Pacific stockholders because certain adjustments used in calculating Adjusted EBITDA are not practicably segregated at these
40

levels. See “Results of Operations — Non-GAAP Performance Measures — Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA” above.
The following tables present a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income (loss), on a historical basis for the periods indicated (in thousands):
Three Months Ended March 31, 2026
Parent Guarantor
Par Borrower and Subsidiaries
Non-Guarantor Subsidiaries and EliminationsPar Pacific Holdings, Inc. and Subsidiaries
Net income (loss)$54,449 $55,649 $(63,947)$46,151 
Inventory valuation adjustment— (69,404)8,178 (61,226)
Environmental obligation mark-to-market adjustments— (29,508)— (29,508)
Unrealized loss on derivatives— 65,593 11,286 76,879 
Acquisition and integration costs64 — — 64 
Par West redevelopment and other costs— 2,985 — 2,985 
Debt extinguishment and commitment costs— 62 — 62 
Severance costs and other non-operating expense
— 53 — 53 
Other operating loss (gain), net— 851 — 851 
Equity earnings from Laramie Energy, LLC, excluding cash distributions— — (9,179)(9,179)
Par's portion of accounting policy differences from refining and logistics investments— — (412)(412)
Depreciation and amortization570 33,632 258 34,460 
Interest expense and financing costs, net, excluding unrealized
interest rate derivative loss (gain)
18 15,642 306 15,966 
Equity losses (income) from subsidiaries(61,639)— 61,639 — 
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments— — 2,009 2,009 
Income tax expense (benefit)
— 19,079 (6,739)12,340 
Adjusted EBITDA (1)$(6,538)$94,634 $3,399 $91,495 
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Three Months Ended March 31, 2025
Parent Guarantor
Par Borrower and Subsidiaries
Non-Guarantor Subsidiaries and EliminationsPar Pacific Holdings, Inc. and Subsidiaries
Net income (loss)$(30,400)$(30,779)$30,779 $(30,400)
Inventory valuation adjustment— (11,687)— (11,687)
Environmental obligation mark-to-market adjustments— 4,954 — 4,954 
Unrealized loss (gain) on derivatives— (9,357)— (9,357)
Par West redevelopment and other costs— 3,982 — 3,982 
Debt extinguishment and commitment costs— 25 — 25 
Severance costs and other non-operating expense (2)
181 545 — 726 
Other operating loss, net— 1 — 1 
Equity earnings from Laramie Energy, LLC, excluding cash distributions— — (726)(726)
Par's portion of accounting policy differences from refining and logistics investments— — (945)(945)
Depreciation and amortization487 36,051 48 36,586 
Interest expense and financing costs, net, excluding unrealized
interest rate derivative loss (gain)
31 21,819 (87)21,763 
Equity losses (income) from subsidiaries22,572 — (22,572)— 
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments— — 2,118 2,118 
Income tax expense (benefit)— (6,993)99 (6,894)
Adjusted EBITDA (1)$(7,129)$8,561 $8,714 $10,146 
________________________________________
(1)Please read the Non-GAAP Performance Measures and Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA discussions above for information regarding the components of Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA.
(2)For the three months ended March 31, 2025, we incurred $0.3 million of stock-based compensation expenses associated with equity awards modifications.
Liquidity and Capital Resources
Our liquidity and capital requirements are primarily a function of our debt maturities and debt service requirements and contractual obligations, capital expenditures, turnaround outlays, and working capital needs. Examples of working capital needs include purchases and sales of commodities and associated margin and collateral requirements, facility maintenance costs, and other costs such as payroll. Our primary sources of liquidity are cash flows from operations, cash on hand, amounts available under our credit agreements, and access to capital markets.
Our liquidity position as of March 31, 2026, was $937.7 million, consisting of $172.2 million of cash and cash equivalents and $765.5 million of availability under the ABL Credit Facility. Generally, the primary uses of our capital resources have been in the operations of our refining and retail segments, for payments related to acquisitions, to repay or refinance indebtedness and to repurchase shares of our common stock.
We believe our cash flows from operations and available capital resources will be sufficient to meet our current capital and turnaround expenditures, working capital, and debt service requirements for the next 12 months. We may seek to raise additional debt or equity capital to fund acquisitions and any other significant changes to our business or to refinance existing debt. We cannot offer any assurances that such capital will be available in sufficient amounts or at an acceptable cost.
Cash Requirements. There have been no material changes to the cash requirements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, outside the ordinary course of business.
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Cash Flows
The following table summarizes cash activities for the three months ended March 31, 2026 and 2025 (in thousands):
Three Months Ended March 31,
 20262025
Net cash used in operating activities$(40,707)$(1,399)
Net cash used in investing activities(43,070)(40,921)
Net cash provided by (used in) financing activities91,833 (15,853)
Cash flows for the three months ended March 31, 2026
Net cash used in operating activities for the three months ended March 31, 2026, was primarily driven by net cash used for changes in operating assets and liabilities of approximately $202.7 million, non-cash charges to operations and non-operating items of approximately $115.9 million, and net income of $46.2 million. Net cash used for changes in operating assets and liabilities resulted primarily from:
•
a $168.8 million increase in Accounts receivable primarily driven by timing of collections and increased pricing;
•
a $132.6 million increase in Inventories driven by higher average inventory costs and increases in total volumes, partially offset by a decrease in environmental credit inventory;
•
an $88.4 million increase in prepaid and other expenses primarily driven by increases in derivative assets and prepaid environmental credits; and
•
an increase in deferred turnaround expenditures of $17.9 million driven by expenditures related to Tacoma planned maintenance and Hawaii refinery turnaround activities;
partially offset by:
•
a $125.8 million increase in obligations under inventory financing agreements primarily due to higher financed inventory volumes and prices and
•
an increase in Accounts payable and Other accrued liabilities of $79.2 million primarily driven by timing of payments and an increase in environmental credit obligations related to 2026 production, partially offset by the retirement of prior year CCA obligations.
Non-cash charges to operations and non-operating items consisted primarily of the following adjustments:
•
unrealized loss on derivatives contracts of $76.9 million driven by commodity prices,
•
depreciation and amortization expenses of $34.5 million, and
•
a $10.6 million change in deferred tax assets driven by our net income during the period,
partially offset by:
•
equity earnings of $9.2 million from our investment in Laramie Energy.
    Net cash used in investing activities for the three months ended March 31, 2026, consisted primarily of $43.1 million of additions to property, plant, and equipment driven by profit improvement and maintenance projects at our refineries, including planned maintenance at our Hawaii and Washington refineries and our Hawaii renewable hydrotreater project.
Net cash provided by financing activities was approximately $91.8 million for the three months ended March 31, 2026, and consisted primarily of net borrowings of debt of $143.3 million driven by ABL Credit Facility activity, partially offset by repurchases of common stock of $36.7 million, including $28.0 million of repurchases under the share repurchase program, and $18.2 million related to stock option exercises settled in cash.
Cash flows for the three months ended March 31, 2025
Net cash used in operating activities for the three months ended March 31, 2025, was driven primarily by a net loss of $30.4 million, non-cash charges to operations and non-operating items of approximately $14.9 million, and net cash provided
43

by changes in operating assets and liabilities of approximately $14.1 million. Non-cash charges to operations consisted primarily of the following adjustments:
•
depreciation and amortization expenses of $36.6 million, and
•
stock based compensation costs of $3.5 million,
partially offset by:
•
unrealized gain on derivatives contracts of $9.4 million,
•equity earnings of $7.5 million from our refining and logistic investments,
•a $6.9 million change in deferred tax assets driven by our net income during the period, and
•a $2.3 million benefit from changes in our inventory reserve for the lower of cost or net realizable value.
Net cash provided by changes in operating assets and liabilities resulted primarily from:
•
a $40.3 million decrease in prepaid and other expenses, primarily driven by decreases in derivative collateral,
•
a $31.9 million decrease in inventories primarily related to a $57.0 million decline in RINs and environmental credits inventory partially offset by a $13.3 million increase in crude inventory and an $8.3 million increase in refined products and blendstock inventory,
•a $17.3 million increase in obligations under inventory financing agreements primarily due to increases in the step-out liability driven by higher volumes, and
•
a $13.8 million decrease in accounts receivable primarily related to lower volumes and the timing of collections,
partially offset by:
•a decrease in Accounts payable and other accrued liabilities of $61.0 million primarily driven by timing of payments, a $9.7 million decrease in advances from customers, and a $14.2 million decrease in RINs and other environmental credit obligations, and
•an increase in deferred turnaround expenditures of $28.2 million driven by expenditures related to Montana refinery turnaround activities.
Net cash used in investing activities for the three months ended March 31, 2025, consisted primarily of $40.9 million in additions to property, plant, and equipment driven by profit improvement and maintenance projects at our refineries, including our Hawaii renewable hydrotreater project, planned maintenance at our Montana refinery, and repair and replacement work related to our Wyoming operational incident.
Net cash used in financing activities was approximately $15.9 million for the three months ended March 31, 2025, and consisted primarily of repurchases of common stock of $51.1 million partially offset by net borrowings of debt of $35.3 million primarily driven by ABL Credit Facility activity.
Critical Accounting Estimates
There have been no material changes to critical accounting estimates disclosed in our Annual Report on Form 10-K for the three months ended March 31, 2026.
Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (“PSLRA”), or in releases made by the SEC, all of which may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors including, without limitation, the Russia-Ukraine war, military conflicts in the Middle East, the political activity in Venezuela, Houthi-related disruptions in the Red Sea, the ongoing military conflict with Iran and disruptions in the Strait of Hormuz, and certain developments in the global crude oil markets, on our business, our customers, and the markets where we operate; the impact of tariffs and potential disruptions in international trade on our
44

business; our beliefs regarding available capital resources; our beliefs regarding the likely results or impact of certain disputes or contingencies and any potential fines or penalties; our beliefs regarding the fair value of certain assets, and our expectations with respect to laws and regulations, including environmental regulations and related compliance costs and any fines or penalties related thereto; our expectations regarding the sufficiency of our cash flows and liquidity; our expectations regarding anticipated capital expenditures, including the timing and cost of compliance with consent decrees and other enforcement actions; our expectations regarding the impact of the adoption of certain accounting standards; our estimates regarding the fair value of certain indebtedness; estimated costs to settle claims from the Delta bankruptcy; the estimated value of, and our ability to settle, legal claims remaining to be settled against third parties; our expectations regarding the synergies or other benefits of our acquisitions; our expectations regarding certain tax liabilities and debt obligations; management’s assumptions about the impact of future events on our existing business; the expected production volumes and operating performance 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; our ability to make strategic investments in business opportunities; and the estimates, assumptions, and projections regarding future financial condition, results of operations, liquidity, and cash flows. These and other forward-looking statements could cause the actual results, performance, or achievements of Par and its subsidiaries to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act, and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control, including those set out in our most recent Annual Report on Form 10-K and this Quarterly Report on Form 10-Q under “Risk Factors.”
In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this Quarterly Report on Form 10-Q are not guarantees of future performance; and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described above and under Critical Accounting Estimates and Risk Factors included in our most recent Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q. All forward-looking statements speak only as of the date they are made. There can be no guarantee that the operational and financial measures the Company has taken, and may take in the future, will be fully effective. We do not intend to update or revise any forward-looking statements as a result of new information, future events, or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our disclosures about market risks as of and for the three months ended March 31, 2026, as compared to our disclosures about market risks discussed in Part II, Item 7A of our 2025 Form 10-K.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this Quarterly Report on Form 10-Q, as of March 31, 2026, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of March 31, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
45

PART II – OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of our business. Please read “Note 15—Commitments and Contingencies” to our condensed consolidated financial statements for more information.
Item 1A. RISK FACTORS
Other than the following risk factors, there have been no material changes from the risks factors included under Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. You should carefully consider the risk factors discussed in our 2025 Form 10-K, which could materially affect our business, financial condition, or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Dividends
We have not paid dividends on our common stock and we do not expect to do so in the foreseeable future. In addition, under the Renewables LC Facility, ABL Credit Facility, and Term Loan Credit Agreement, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions.
Repurchases
The following table sets forth certain information with respect to repurchases of our common stock during the quarter ended March 31, 2026:
PeriodTotal number of shares (or units) purchased (1)Average price paid per share (or unit)Total number of shares (or units) purchased as part of publicly announced plans or programs (1)Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (1)
January 1 - January 31, 2026543,457 $36.78 543,457 $117,183,955 
February 1 - February 28, 2026353,807 41.80 193,695 109,188,350 
March 1 - March 31, 2026— — — 109,188,350 
Total897,264 $38.76 737,152 $109,188,350 
________________________________________________
(1)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.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. MINE SAFETY DISCLOSURE
Not applicable.
Item 5. OTHER INFORMATION
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended March 31, 2026, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 105-1 trading arrangements as each term is defined in Item 408(a) of Regulation S-K.
46

Item 6. EXHIBITS

2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
3.1
3.2
4.1
4.2
31.1
31.2
47

32.1
32.2
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.*
101.SCHInline XBRL Taxonomy Extension Schema Documents.*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.*
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

*     Filed herewith.
**    Furnished herewith.
#     Portions of this exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
##     Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
48

SIGNATURES
Pursuant to the requirements of the Securities Exchange of Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PAR PACIFIC HOLDINGS, INC.
(Registrant)
  
By:/s/ William Monteleone
William Monteleone
President and Chief Executive Officer
  
By:/s/ Shawn Flores
Shawn Flores
Senior Vice President and Chief Financial Officer

Date: May 6, 2026

Exhibit 31.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)/15d-14(a) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
 
I, William Monteleone, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Par Pacific Holdings, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 







a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: May 6, 2026
/s/ William Monteleone
William Monteleone
President and Chief Executive Officer

Exhibit 31.2
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)/15d-14(a) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
 
I, Shawn Flores, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Par Pacific Holdings, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):





a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: May 6, 2026
/s/ Shawn Flores
Shawn Flores
Senior Vice President and Chief Financial Officer
 



Exhibit 32.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Par Pacific Holdings, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2026 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, William Monteleone, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
 
1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ William Monteleone
William Monteleone
President and Chief Executive Officer
 
May 6, 2026

Exhibit 32.2
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Par Pacific Holdings, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2026 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Shawn Flores, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
 
1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Shawn Flores
Shawn Flores
Senior Vice President and Chief Financial Officer
 
May 6, 2026