00008214832024FYFALSEP3Yhttp://www.par-petro.com/20241231#LondonInterbankOfferedRateLIBOR1MemberP1Yhttp://fasb.org/us-gaap/2024#PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationhttp://fasb.org/us-gaap/2024#PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationhttp://fasb.org/us-gaap/2024#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2024#AccruedLiabilitiesCurrentP2YP2Yiso4217:USDxbrli:sharesiso4217:USDxbrli:sharesparr:segmentparr:refineryxbrli:pureparr:retailStoreparr:storeparr:contractparr:promissoryNoteutr:bbliso4217:USDutr:bblparr:option00008214832024-01-012024-12-3100008214832024-06-2800008214832025-02-2100008214832024-12-3100008214832023-12-310000821483parr:RefiningAndLogisticsInvestmentsMember2024-12-310000821483parr:RefiningAndLogisticsInvestmentsMember2023-12-310000821483parr:LaramieEnergyLLCMember2024-12-310000821483parr:LaramieEnergyLLCMember2023-12-3100008214832023-01-012023-12-3100008214832022-01-012022-12-310000821483parr:LaramieEnergyLLCMember2024-01-012024-12-310000821483parr:LaramieEnergyLLCMember2023-01-012023-12-310000821483parr:LaramieEnergyLLCMember2022-01-012022-12-310000821483parr:RefiningAndLogisticsInvestmentsMember2024-01-012024-12-310000821483parr:RefiningAndLogisticsInvestmentsMember2023-01-012023-12-310000821483parr:RefiningAndLogisticsInvestmentsMember2022-01-012022-12-3100008214832022-12-3100008214832021-12-310000821483us-gaap:CommonStockMember2021-12-310000821483us-gaap:AdditionalPaidInCapitalMember2021-12-310000821483us-gaap:RetainedEarningsMember2021-12-310000821483us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310000821483us-gaap:CommonStockMember2022-01-012022-12-310000821483us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310000821483us-gaap:RetainedEarningsMember2022-01-012022-12-310000821483us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-12-310000821483us-gaap:CommonStockMember2022-12-310000821483us-gaap:AdditionalPaidInCapitalMember2022-12-310000821483us-gaap:RetainedEarningsMember2022-12-310000821483us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000821483us-gaap:CommonStockMember2023-01-012023-12-310000821483us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310000821483us-gaap:RetainedEarningsMember2023-01-012023-12-310000821483us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310000821483us-gaap:CommonStockMember2023-12-310000821483us-gaap:AdditionalPaidInCapitalMember2023-12-310000821483us-gaap:RetainedEarningsMember2023-12-310000821483us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310000821483us-gaap:CommonStockMember2024-01-012024-12-310000821483us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310000821483us-gaap:RetainedEarningsMember2024-01-012024-12-310000821483us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310000821483us-gaap:CommonStockMember2024-12-310000821483us-gaap:AdditionalPaidInCapitalMember2024-12-310000821483us-gaap:RetainedEarningsMember2024-12-310000821483us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310000821483parr:BillingsAcquisitionMemberparr:YellowstoneEnergyLimitedPartnershipMember2024-12-310000821483parr:YellowstonePipelineCompanyMember2024-12-310000821483parr:RenewableIdentificationNumbersRINsAndEnvironmentalCreditsMember2023-12-310000821483parr:RenewableIdentificationNumbersRINsAndEnvironmentalCreditsMember2023-01-012023-12-310000821483srt:MinimumMemberus-gaap:RefiningEquipmentMember2024-12-310000821483srt:MaximumMemberus-gaap:RefiningEquipmentMember2024-12-310000821483srt:MinimumMemberus-gaap:TransportationEquipmentMember2024-12-310000821483srt:MaximumMemberus-gaap:TransportationEquipmentMember2024-12-310000821483srt:MinimumMembersrt:RetailSiteMember2024-12-310000821483srt:MaximumMembersrt:RetailSiteMember2024-12-310000821483srt:MinimumMemberus-gaap:OfficeEquipmentMember2024-12-310000821483srt:MaximumMemberus-gaap:OfficeEquipmentMember2024-12-310000821483srt:MinimumMemberus-gaap:SoftwareAndSoftwareDevelopmentCostsMember2024-12-310000821483srt:MaximumMemberus-gaap:SoftwareAndSoftwareDevelopmentCostsMember2024-12-310000821483parr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMemberus-gaap:CommonStockMember2024-01-012024-12-310000821483srt:MinimumMember2024-01-012024-12-310000821483srt:MaximumMember2024-01-012024-12-310000821483parr:BillingsAcquisitionMemberparr:YellowstoneEnergyLimitedPartnershipMember2023-06-010000821483parr:BillingsAcquisitionMemberparr:YellowstoneEnergyLimitedPartnershipMember2023-12-310000821483parr:BillingsAcquisitionMemberparr:YellowstoneEnergyLimitedPartnershipMember2022-12-310000821483parr:BillingsAcquisitionMemberparr:YellowstoneEnergyLimitedPartnershipMember2024-01-012024-12-310000821483parr:BillingsAcquisitionMemberparr:YellowstoneEnergyLimitedPartnershipMember2023-01-012023-12-310000821483parr:BillingsAcquisitionMemberparr:YellowstonePipelineCompanyMember2023-06-010000821483parr:BillingsAcquisitionMemberparr:YellowstonePipelineCompanyMember2023-12-310000821483parr:BillingsAcquisitionMemberparr:YellowstonePipelineCompanyMember2022-12-310000821483parr:BillingsAcquisitionMemberparr:YellowstonePipelineCompanyMember2024-01-012024-12-310000821483parr:BillingsAcquisitionMemberparr:YellowstonePipelineCompanyMember2023-01-012023-12-310000821483parr:BillingsAcquisitionMemberparr:YellowstonePipelineCompanyMember2024-12-310000821483parr:LaramieEnergyLLCMemberparr:TermLoanMember2023-02-210000821483parr:LaramieEnergyLLCMemberparr:TermLoanMember2023-02-212023-02-210000821483parr:LaramieEnergyLLCMemberus-gaap:RevolvingCreditFacilityMember2024-12-310000821483parr:LaramieEnergyLLCMemberus-gaap:RevolvingCreditFacilityMember2023-12-310000821483parr:LaramieEnergyLLCMember2023-03-012023-03-010000821483parr:LaramieEnergyLLCMember2024-04-292024-04-290000821483parr:LaramieMember2023-12-310000821483parr:LaramieMember2022-12-310000821483parr:LaramieMember2024-01-012024-12-310000821483parr:LaramieMember2023-01-012023-12-310000821483parr:LaramieMember2024-12-310000821483parr:BillingsAcquisitionMemberparr:YellowstoneEnergyLimitedPartnershipMember2022-10-200000821483parr:BillingsAcquisitionMemberparr:YellowstonePipelineCompanyMember2022-10-200000821483parr:BillingsAcquisitionMember2022-10-202022-10-200000821483parr:BillingsAcquisitionMember2023-06-012023-06-010000821483parr:BillingsAcquisitionMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2022-10-202022-10-200000821483parr:BillingsAcquisitionMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-06-012023-06-010000821483parr:BillingsAcquisitionMember2022-10-200000821483parr:BillingsAcquisitionMemberparr:RefiningMember2022-10-200000821483parr:BillingsAcquisitionMemberparr:LogisticsMember2022-10-200000821483parr:BillingsAcquisitionMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-01-012023-12-310000821483parr:BillingsAcquisitionMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2022-01-012022-12-310000821483parr:BillingsAcquisitionMembersrt:MinimumMember2024-01-012024-12-310000821483parr:BillingsAcquisitionMembersrt:MaximumMember2024-01-012024-12-310000821483parr:BillingsAcquisitionMember2023-01-012023-12-310000821483parr:BillingsAcquisitionMember2022-01-012022-12-310000821483parr:NorthwestRetailAcquisitionMember2022-12-022022-12-020000821483parr:NorthwestRetailAcquisitionMember2022-12-020000821483parr:NorthwestRetailAcquisitionMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:RefiningMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:LogisticsMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:RetailSegmentMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:RefiningMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:LogisticsMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:RetailSegmentMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:RefiningMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:LogisticsMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:RetailSegmentMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:RefiningMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:LogisticsMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:RetailSegmentMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:RefiningMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:LogisticsMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:RetailSegmentMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:RefiningMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:LogisticsMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:RetailSegmentMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:LogisticsMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:RetailSegmentMember2022-01-012022-12-310000821483parr:TitledInventoryMember2024-12-310000821483parr:InventoryIntermediationAgreementMember2024-12-310000821483parr:SupplyAndOfftakeAgreementsMember2024-12-310000821483parr:TitledInventoryMember2023-12-310000821483parr:InventoryIntermediationAgreementMember2023-12-310000821483parr:SupplyAndOfftakeAgreementsMember2023-12-310000821483parr:RenewableIdentificationNumbersRINsAndEnvironmentalCreditsMember2024-12-310000821483us-gaap:TrademarksAndTradeNamesMember2024-12-310000821483us-gaap:TrademarksAndTradeNamesMember2023-12-310000821483us-gaap:CustomerRelationshipsMember2024-12-310000821483us-gaap:CustomerRelationshipsMember2023-12-310000821483us-gaap:OtherIntangibleAssetsMember2024-12-310000821483us-gaap:OtherIntangibleAssetsMember2023-12-310000821483parr:InventoryIntermediationAgreementMember2024-12-310000821483parr:InventoryIntermediationAgreementMember2023-12-310000821483parr:SupplyAndOfftakeAgreementsMember2024-12-310000821483parr:SupplyAndOfftakeAgreementsMember2023-12-310000821483parr:LCFacilityDue2024Member2024-12-310000821483parr:LCFacilityDue2024Member2023-12-310000821483parr:SupplyAndOfftakeAgreementsMember2024-05-310000821483parr:SupplyAndOfftakeAgreementsMember2024-05-312024-05-310000821483parr:SupplyAndOfftakeAgreementsMembersrt:MinimumMember2024-05-312024-05-310000821483parr:SupplyAndOfftakeAgreementsMembersrt:MaximumMember2024-05-312024-05-310000821483parr:SupplyAndOfftakeAgreementsMemberparr:J.AronObligationMember2024-05-312024-05-310000821483parr:SupplyAndOfftakeAgreementsMemberparr:DiscretionaryDrawFacilityAndRemainingObligationsMember2024-05-312024-05-310000821483parr:SupplyAndOfftakeAgreementsMember2024-01-012024-12-310000821483parr:SupplyAndOfftakeAgreementsMemberparr:DiscretionaryDrawFacilityMember2024-12-310000821483parr:SupplyAndOfftakeAgreementsMember2022-12-310000821483parr:SupplyAndOfftakeAgreementsMember2022-01-012022-12-310000821483parr:LCFacilityDue2024Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-07-260000821483parr:LCFacilityDue2024Member2024-01-012024-12-310000821483parr:LCFacilityDue2024Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:SecuredOvernightFinancingRateSofrMember2023-07-262023-07-260000821483parr:LCFacilityDue2024Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberparr:CostOfFundsRateMember2023-07-262023-07-260000821483parr:LCFacilityDue2024Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:BaseRateMember2023-07-262023-07-260000821483parr:LCFacilityDue2024Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-07-262023-07-260000821483parr:LCFacilityDue2024Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberparr:TradeLetterOfCreditMember2023-07-262023-07-260000821483parr:LCFacilityDue2024Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberparr:PerformanceLetterOfCreditMember2023-07-262023-07-260000821483parr:WashingtonRefineryIntermediationAgreementMember2023-12-310000821483parr:WashingtonRefineryIntermediationAgreementMember2024-12-310000821483parr:WashingtonRefineryIntermediationAgreementMemberparr:DiscretionaryDrawFacilityMember2024-12-310000821483parr:WashingtonRefineryIntermediationAgreementMemberparr:DiscretionaryDrawFacilityMember2023-12-310000821483parr:WashingtonRefineryIntermediationAgreementMemberparr:LCFacilityDue2024Member2024-12-310000821483parr:WashingtonRefineryIntermediationAgreementMemberparr:LCFacilityDue2024Member2023-12-310000821483parr:LCFacilityMemberus-gaap:LetterOfCreditMemberparr:WashingtonRefineryIntermediationAgreementMember2024-12-310000821483parr:LCFacilityMemberus-gaap:LetterOfCreditMemberparr:WashingtonRefineryIntermediationAgreementMember2023-12-310000821483parr:InventoryIntermediationAgreementMemberparr:InventoryIntermediationMember2024-01-012024-12-310000821483parr:InventoryIntermediationAgreementMemberparr:InventoryIntermediationMember2023-01-012023-12-310000821483parr:InventoryIntermediationAgreementMemberparr:InventoryIntermediationMember2022-01-012022-12-310000821483parr:InventoryIntermediationAgreementMember2024-01-012024-12-310000821483parr:InventoryIntermediationAgreementMember2023-01-012023-12-310000821483parr:InventoryIntermediationAgreementMember2022-01-012022-12-310000821483parr:SupplyAndOfftakeAgreementsMemberparr:InventoryIntermediationMember2024-01-012024-12-310000821483parr:SupplyAndOfftakeAgreementsMemberparr:InventoryIntermediationMember2023-01-012023-12-310000821483parr:SupplyAndOfftakeAgreementsMemberparr:InventoryIntermediationMember2022-01-012022-12-310000821483parr:SupplyAndOfftakeAgreementsMember2023-01-012023-12-310000821483parr:WashingtonRefineryIntermediationAgreementMemberparr:InventoryIntermediationMember2024-01-012024-12-310000821483parr:WashingtonRefineryIntermediationAgreementMemberparr:InventoryIntermediationMember2023-01-012023-12-310000821483parr:WashingtonRefineryIntermediationAgreementMemberparr:InventoryIntermediationMember2022-01-012022-12-310000821483parr:WashingtonRefineryIntermediationAgreementMember2024-01-012024-12-310000821483parr:WashingtonRefineryIntermediationAgreementMember2023-01-012023-12-310000821483parr:WashingtonRefineryIntermediationAgreementMember2022-01-012022-12-310000821483parr:LCFacilityDue2024Member2023-01-012023-12-310000821483parr:LCFacilityDue2024Member2022-01-012022-12-310000821483parr:InventoryIntermediationAgreementMemberparr:InventoryIntermediationMemberparr:MandatoryMarketStructureRollFeesMember2024-01-012024-12-310000821483parr:SupplyAndOfftakeAgreementsMemberparr:InventoryIntermediationMemberparr:MandatoryMarketStructureRollFeesMember2024-01-012024-12-310000821483parr:SupplyAndOfftakeAgreementsMemberparr:InventoryIntermediationMemberparr:MandatoryMarketStructureRollFeesMember2023-01-012023-12-310000821483parr:SupplyAndOfftakeAgreementsMemberparr:InventoryIntermediationMemberparr:MandatoryMarketStructureRollFeesMember2022-01-012022-12-310000821483parr:ABLCreditFacilityDue2028Memberus-gaap:RevolvingCreditFacilityMember2024-12-310000821483parr:ABLCreditFacilityDue2028Memberus-gaap:RevolvingCreditFacilityMember2023-12-310000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2024-12-310000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2023-12-310000821483parr:LettersOfCreditAndSuretyBondsMember2024-12-310000821483parr:LettersOfCreditAndSuretyBondsMember2023-12-310000821483parr:InitialFacilityMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-04-260000821483parr:ABLCreditFacilityDue2028Memberus-gaap:RevolvingCreditFacilityMember2023-04-260000821483parr:BillingsIncrementalFacilityMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-05-300000821483parr:InitialFacilityMemberus-gaap:RevolvingCreditFacilityMember2023-05-302023-05-300000821483parr:BillingsIncrementalFacilityMemberus-gaap:RevolvingCreditFacilityMember2023-05-302023-05-300000821483parr:SecondAmendmentToABLCreditFacilityMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-10-040000821483parr:ThirdAmendmentToABLCreditFacilityMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-03-220000821483parr:ABLCreditFacilityDue2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:BaseRateMember2023-04-262023-04-260000821483parr:ABLCreditFacilityDue2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:SecuredOvernightFinancingRateSofrMember2023-04-262023-04-260000821483parr:ABLCreditFacilityDue2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:BaseRateMembersrt:MinimumMember2023-04-262023-04-260000821483parr:ABLCreditFacilityDue2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:BaseRateMembersrt:MaximumMember2023-04-262023-04-260000821483parr:ABLCreditFacilityDue2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:SecuredOvernightFinancingRateSofrMembersrt:MinimumMember2023-04-262023-04-260000821483parr:ABLCreditFacilityDue2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:SecuredOvernightFinancingRateSofrMembersrt:MaximumMember2023-04-262023-04-260000821483parr:ABLCreditFacilityDue2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-12-310000821483parr:ABLCreditFacilityDue2028Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-12-310000821483parr:ABLLoanAgreementMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberparr:BorrowingBaseGreaterthan50Member2022-02-022022-02-020000821483parr:ABLLoanAgreementMemberus-gaap:BaseRateMemberparr:BorrowingBaseGreaterthan50Member2022-02-022022-02-020000821483parr:ABLLoanAgreementMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberparr:BorrowingBaseGreaterthan30andlessthanorEqualto50Member2022-02-022022-02-020000821483parr:ABLLoanAgreementMemberus-gaap:BaseRateMemberparr:BorrowingBaseGreaterthan30andlessthanorEqualto50Member2022-02-022022-02-020000821483parr:ABLLoanAgreementMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberparr:BorrowingBaseLessThanorEqualto30Member2022-02-022022-02-020000821483parr:ABLLoanAgreementMemberus-gaap:BaseRateMemberparr:BorrowingBaseLessThanorEqualto30Member2022-02-022022-02-020000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2023-02-280000821483parr:A775SeniorSecuredNoteDue2025Memberus-gaap:SeniorNotesMember2023-02-280000821483parr:A12.875SeniorSecuredNoteDue2026Memberus-gaap:SeniorNotesMember2023-02-280000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2023-01-012023-12-310000821483parr:FirstAmendmentToTermLoanCreditAgreementMemberus-gaap:LineOfCreditMember2024-04-082024-04-080000821483parr:FirstAmendmentToTermLoanCreditAgreementMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:BaseRateMember2024-04-082024-04-080000821483parr:FirstAmendmentToTermLoanCreditAgreementMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:SecuredOvernightFinancingRateSofrMember2024-04-082024-04-080000821483parr:FirstAmendmentToTermLoanCreditAgreementMemberus-gaap:LineOfCreditMemberus-gaap:SecuredOvernightFinancingRateSofrMember2024-04-082024-04-080000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2024-11-250000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMemberus-gaap:PrimeRateMember2023-02-282023-02-280000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMemberus-gaap:SecuredOvernightFinancingRateSofrMember2023-02-282023-02-280000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMemberparr:StepDownRateMember2023-02-282023-02-280000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMemberus-gaap:BaseRateMember2023-02-282023-02-280000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMemberparr:FederalFundsRatePlusMember2023-02-282023-02-280000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMemberparr:OneMonthSOFRPlusMember2023-02-282023-02-280000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2023-02-282023-02-280000821483parr:A775SeniorSecuredNoteDue2025Memberus-gaap:SeniorNotesMember2022-05-242022-05-240000821483parr:A775SeniorSecuredNoteDue2025Memberus-gaap:SeniorNotesMember2022-07-142022-07-140000821483parr:A775SeniorSecuredNoteDue2025Memberus-gaap:SeniorNotesMember2022-12-310000821483parr:A775SeniorSecuredNoteDue2025Memberus-gaap:SeniorNotesMember2022-01-012022-12-310000821483parr:A775SeniorSecuredNoteDue2025Memberus-gaap:SeniorNotesMember2023-02-282023-02-280000821483parr:A775SeniorSecuredNoteDue2025Memberus-gaap:SeniorNotesMember2023-03-172023-03-170000821483parr:A775SeniorSecuredNoteDue2025Memberus-gaap:SeniorNotesMember2023-01-012023-12-310000821483parr:A775SeniorSecuredNoteDue2025Memberus-gaap:SeniorNotesMember2024-12-310000821483parr:TermLoanBFacilityDue2026Memberparr:TermLoanMember2023-02-282023-02-280000821483parr:TermLoanBFacilityDue2026Memberparr:TermLoanMemberparr:LondonInterbankOfferedRateLIBOR1Member2023-02-282023-02-280000821483parr:TermLoanBFacilityDue2026Memberparr:TermLoanMemberus-gaap:BaseRateMember2023-02-282023-02-280000821483parr:A12.875SeniorSecuredNoteDue2026Memberus-gaap:SeniorNotesMember2022-05-162022-05-160000821483parr:A12.875SeniorSecuredNoteDue2026Memberus-gaap:SeniorNotesMember2022-05-272022-05-270000821483parr:A12.875SeniorSecuredNoteDue2026Memberus-gaap:SeniorNotesMember2022-05-012022-05-310000821483parr:A12.875SeniorSecuredNoteDue2026Memberus-gaap:SeniorNotesMember2022-06-132022-06-130000821483parr:A12.875SeniorSecuredNoteDue2026Memberus-gaap:SeniorNotesMember2022-01-012022-12-310000821483parr:A12.875SeniorSecuredNoteDue2026Memberus-gaap:SeniorNotesMember2023-02-282023-02-280000821483parr:A12.875SeniorSecuredNoteDue2026Memberparr:WilmingtonTrustCompanyMemberus-gaap:SeniorNotesMember2023-03-172023-03-170000821483parr:A12.875SeniorSecuredNoteDue2026Memberus-gaap:SeniorNotesMember2023-01-012023-12-310000821483parr:PropertyLoanKahuluiHawaiiAndHiloHawaiiMemberparr:PromissoryNotesMember2023-06-070000821483us-gaap:FutureMember2024-01-012024-12-310000821483us-gaap:SwapMember2024-01-012024-12-310000821483parr:OptionCollarsMember2024-01-012024-12-310000821483parr:OptionCollarFloorMember2024-12-310000821483parr:OptionCollarCeilingMember2024-12-310000821483us-gaap:InterestRateSwapMember2024-12-3100008214832023-04-120000821483us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:CommodityContractMember2024-12-310000821483us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:CommodityContractMember2023-12-310000821483parr:OtherAccruedLiabilitiesMemberus-gaap:CommodityContractMember2024-12-310000821483parr:OtherAccruedLiabilitiesMemberus-gaap:CommodityContractMember2023-12-310000821483parr:InventoryRepurchaseObligation1Memberparr:ObligationsunderInventoryFinancingAgreementsMemberus-gaap:OverTheCounterMember2024-12-310000821483parr:InventoryRepurchaseObligation1Memberparr:ObligationsunderInventoryFinancingAgreementsMemberus-gaap:OverTheCounterMember2023-12-310000821483parr:InventoryRepurchaseObligation2Memberparr:ObligationsunderInventoryFinancingAgreementsMemberus-gaap:OverTheCounterMember2024-12-310000821483parr:InventoryRepurchaseObligation2Memberparr:ObligationsunderInventoryFinancingAgreementsMemberus-gaap:OverTheCounterMember2023-12-310000821483us-gaap:OtherLiabilitiesMemberus-gaap:InterestRateContractMember2024-12-310000821483us-gaap:OtherLiabilitiesMemberus-gaap:InterestRateContractMember2023-12-310000821483us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310000821483us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310000821483parr:OtherLongTermAssetsMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000821483parr:OtherLongTermAssetsMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310000821483us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310000821483parr:OtherAccruedLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310000821483parr:OtherAccruedLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000821483us-gaap:CommodityContractMember2024-01-012024-12-310000821483us-gaap:CommodityContractMember2023-01-012023-12-310000821483us-gaap:CommodityContractMember2022-01-012022-12-310000821483parr:InventoryRepurchaseObligation1Member2024-01-012024-12-310000821483parr:InventoryRepurchaseObligation1Member2023-01-012023-12-310000821483parr:InventoryRepurchaseObligation1Member2022-01-012022-12-310000821483parr:InventoryRepurchaseObligation2Member2024-01-012024-12-310000821483parr:InventoryRepurchaseObligation2Member2023-01-012023-12-310000821483parr:InventoryRepurchaseObligation2Member2022-01-012022-12-310000821483parr:InventoryRepurchaseObligation3Member2024-01-012024-12-310000821483parr:InventoryRepurchaseObligation3Member2023-01-012023-12-310000821483parr:InventoryRepurchaseObligation3Member2022-01-012022-12-310000821483us-gaap:InterestRateContractMember2024-01-012024-12-310000821483us-gaap:InterestRateContractMember2023-01-012023-12-310000821483us-gaap:InterestRateContractMember2022-01-012022-12-310000821483us-gaap:FairValueInputsLevel1Memberus-gaap:CommodityContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:FairValueInputsLevel2Memberus-gaap:CommodityContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:FairValueInputsLevel3Memberus-gaap:CommodityContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:CommodityContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:FairValueInputsLevel1Memberparr:InventoryRepurchaseObligation2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:FairValueInputsLevel2Memberparr:InventoryRepurchaseObligation2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:FairValueInputsLevel3Memberparr:InventoryRepurchaseObligation2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483parr:InventoryRepurchaseObligation2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:FairValueInputsLevel1Memberus-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:FairValueInputsLevel3Memberus-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:FairValueInputsLevel1Memberparr:EnvironmentalCreditObligationsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:FairValueInputsLevel2Memberparr:EnvironmentalCreditObligationsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:FairValueInputsLevel3Memberparr:EnvironmentalCreditObligationsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483parr:EnvironmentalCreditObligationsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310000821483us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310000821483us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310000821483us-gaap:FairValueMeasurementsRecurringMember2024-12-310000821483us-gaap:FairValueInputsLevel1Memberus-gaap:CommodityContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel2Memberus-gaap:CommodityContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel3Memberus-gaap:CommodityContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:CommodityContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel1Memberparr:InventoryRepurchaseObligation2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel2Memberparr:InventoryRepurchaseObligation2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel3Memberparr:InventoryRepurchaseObligation2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483parr:InventoryRepurchaseObligation2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel1Memberparr:InventoryRepurchaseObligation1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel2Memberparr:InventoryRepurchaseObligation1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel3Memberparr:InventoryRepurchaseObligation1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483parr:InventoryRepurchaseObligation1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel1Memberus-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel3Memberus-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel1Memberparr:EnvironmentalCreditObligationsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel2Memberparr:EnvironmentalCreditObligationsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel3Memberparr:EnvironmentalCreditObligationsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483parr:EnvironmentalCreditObligationsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ExchangeTradedMember2023-12-310000821483us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000821483us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000821483us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000821483us-gaap:FairValueMeasurementsRecurringMember2023-12-310000821483parr:PrepaidExpensesAndOtherCurrentAssetsAndOtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310000821483parr:PrepaidExpensesAndOtherCurrentAssetsAndOtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000821483parr:RenewableIdentificationNumbersRINsAndEnvironmentalCreditsMemberparr:InventoryAndOtherLongTermAssetsMember2024-12-310000821483parr:RenewableIdentificationNumbersRINsAndEnvironmentalCreditsMemberparr:InventoryAndOtherLongTermAssetsMember2023-12-310000821483parr:OtherAccruedLiabilityMember2024-12-310000821483parr:OtherAccruedLiabilityMember2023-12-310000821483us-gaap:FairValueInputsLevel3Memberparr:ABLCreditFacilityDue2028Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310000821483us-gaap:FairValueInputsLevel3Memberparr:ABLCreditFacilityDue2028Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310000821483us-gaap:FairValueInputsLevel2Memberparr:TermLoanCreditAgreementDue2030Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310000821483us-gaap:FairValueInputsLevel2Memberparr:TermLoanCreditAgreementDue2030Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310000821483us-gaap:FairValueInputsLevel2Memberparr:OtherLongTermDebtMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310000821483us-gaap:FairValueInputsLevel2Memberparr:OtherLongTermDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310000821483us-gaap:FairValueInputsLevel3Memberparr:ABLCreditFacilityDue2028Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310000821483us-gaap:FairValueInputsLevel3Memberparr:ABLCreditFacilityDue2028Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000821483us-gaap:FairValueInputsLevel2Memberparr:TermLoanCreditAgreementDue2030Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310000821483us-gaap:FairValueInputsLevel2Memberparr:TermLoanCreditAgreementDue2030Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000821483us-gaap:FairValueInputsLevel3Memberparr:LCFacilityDue2024Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310000821483us-gaap:FairValueInputsLevel3Memberparr:LCFacilityDue2024Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000821483us-gaap:FairValueInputsLevel2Memberparr:OtherLongTermDebtMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310000821483us-gaap:FairValueInputsLevel2Memberparr:OtherLongTermDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000821483parr:WashingtonDepartmentOfRevenueMemberparr:StateTaxAuthorityMember2022-01-012022-03-310000821483parr:WyomingRefineryOneMember2024-12-310000821483parr:WyomingRefineryOneMember2024-01-012024-12-310000821483parr:WasteWaterTreatmentSystemMemberparr:WyomingRefineryTwoMember2024-12-310000821483parr:WyomingRefineryMember2024-12-310000821483parr:OneMajorCustomerMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-12-310000821483parr:OneMajorCustomerMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2023-01-012023-12-310000821483parr:OneMajorCustomerMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2022-01-012022-12-310000821483us-gaap:CommonStockMember2021-11-100000821483us-gaap:CommonStockMembersrt:MinimumMember2023-08-020000821483us-gaap:CommonStockMembersrt:MaximumMember2023-08-020000821483us-gaap:CommonStockMemberus-gaap:SubsequentEventMember2025-02-210000821483us-gaap:RestrictedStockMember2024-01-012024-12-310000821483us-gaap:RestrictedStockMember2023-01-012023-12-310000821483us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-12-310000821483us-gaap:EmployeeStockMemberparr:StockPurchasePlanMember2024-01-012024-12-310000821483parr:StockPurchasePlanMemberus-gaap:EmployeeStockMembersrt:BoardOfDirectorsChairmanMember2024-01-012024-12-310000821483parr:StockPurchasePlanMemberus-gaap:EmployeeStockMembersrt:DirectorMember2024-01-012024-12-310000821483parr:StockPurchasePlanMemberus-gaap:EmployeeStockMembersrt:ExecutiveOfficerMembersrt:MinimumMember2024-01-012024-12-310000821483parr:StockPurchasePlanMemberus-gaap:EmployeeStockMembersrt:ExecutiveOfficerMembersrt:MaximumMember2024-01-012024-12-310000821483us-gaap:RestrictedStockMember2022-01-012022-12-310000821483us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-12-310000821483us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-12-310000821483us-gaap:EmployeeStockOptionMember2024-01-012024-12-310000821483us-gaap:EmployeeStockOptionMember2023-01-012023-12-310000821483us-gaap:EmployeeStockOptionMember2022-01-012022-12-310000821483us-gaap:EmployeeStockMemberparr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMember2024-01-012024-12-310000821483us-gaap:EmployeeStockMemberparr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMembersrt:MinimumMember2024-01-012024-12-310000821483us-gaap:EmployeeStockMemberparr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMembersrt:MaximumMember2024-01-012024-12-310000821483us-gaap:EmployeeStockMemberparr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMemberus-gaap:CommonStockMember2024-12-310000821483parr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMemberus-gaap:CommonStockMember2024-12-310000821483parr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMemberus-gaap:CommonStockMember2023-01-012023-12-310000821483parr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMemberus-gaap:CommonStockMember2022-01-012022-12-310000821483parr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMemberus-gaap:CommonStockMember2023-12-310000821483parr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMemberus-gaap:CommonStockMember2022-12-310000821483parr:DeferredandMatchingRestrictedStockUnitsMember2024-01-012024-12-310000821483us-gaap:RestrictedStockMember2023-12-310000821483us-gaap:RestrictedStockMember2024-12-310000821483parr:PerformanceRestrictedStockUnitsMember2023-12-310000821483parr:PerformanceRestrictedStockUnitsMember2024-01-012024-12-310000821483parr:PerformanceRestrictedStockUnitsMember2024-12-310000821483parr:PerformanceRestrictedStockUnitsMember2023-01-012023-12-310000821483parr:PerformanceRestrictedStockUnitsMember2022-01-012022-12-310000821483us-gaap:EmployeeStockOptionMember2023-12-310000821483us-gaap:EmployeeStockOptionMember2024-12-310000821483parr:WyomingRefiningPlanMember2024-12-310000821483parr:U.S.OilPlanMember2024-12-310000821483parr:WyomingRefiningPlanMember2023-12-310000821483parr:U.S.OilPlanMember2023-12-310000821483parr:WyomingRefiningPlanMember2022-12-310000821483parr:U.S.OilPlanMember2022-12-310000821483parr:WyomingRefiningPlanMember2024-01-012024-12-310000821483parr:WyomingRefiningPlanMember2023-01-012023-12-310000821483parr:WyomingRefiningPlanMember2022-01-012022-12-310000821483parr:U.S.OilPlanMember2024-01-012024-12-310000821483parr:U.S.OilPlanMember2023-01-012023-12-310000821483parr:U.S.OilPlanMember2022-01-012022-12-310000821483parr:WyomingRefiningPlanMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2024-12-310000821483parr:WyomingRefiningPlanMemberus-gaap:DefinedBenefitPlanDebtSecurityMember2024-12-310000821483parr:WyomingRefiningPlanMemberus-gaap:DefinedBenefitPlanRealEstateMember2024-12-310000821483parr:U.S.OilPlanMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2024-12-310000821483parr:U.S.OilPlanMemberus-gaap:DefinedBenefitPlanDebtSecurityMember2024-12-310000821483parr:U.S.OilPlanMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember2024-12-310000821483us-gaap:RestrictedStockMember2024-01-012024-12-310000821483us-gaap:RestrictedStockMember2023-01-012023-12-310000821483us-gaap:RestrictedStockMember2022-01-012022-12-310000821483us-gaap:EmployeeStockOptionMember2024-01-012024-12-310000821483us-gaap:EmployeeStockOptionMember2023-01-012023-12-310000821483us-gaap:EmployeeStockOptionMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:IntersegmentEliminationMemberparr:FuelRevenueMember2024-01-012024-12-310000821483parr:FuelRevenueMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:IntersegmentEliminationMemberparr:OtherRevenueMember2024-01-012024-12-310000821483parr:OtherRevenueMember2024-01-012024-12-310000821483us-gaap:IntersegmentEliminationMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:IntersegmentEliminationMemberparr:RefiningIntercompanyLogisticCostMember2024-01-012024-12-310000821483parr:RefiningIntercompanyLogisticCostMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2024-01-012024-12-310000821483parr:CorporateReconcilingItemsAndEliminationsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningMember2024-12-310000821483us-gaap:OperatingSegmentsMemberparr:LogisticsMember2024-12-310000821483us-gaap:OperatingSegmentsMemberparr:RetailSegmentMember2024-12-310000821483us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2024-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:IntersegmentEliminationMemberparr:FuelRevenueMember2023-01-012023-12-310000821483parr:FuelRevenueMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:IntersegmentEliminationMemberparr:OtherRevenueMember2023-01-012023-12-310000821483parr:OtherRevenueMember2023-01-012023-12-310000821483us-gaap:IntersegmentEliminationMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:IntersegmentEliminationMemberparr:RefiningIntercompanyLogisticCostMember2023-01-012023-12-310000821483parr:RefiningIntercompanyLogisticCostMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2023-01-012023-12-310000821483parr:CorporateReconcilingItemsAndEliminationsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningMember2023-12-310000821483us-gaap:OperatingSegmentsMemberparr:LogisticsMember2023-12-310000821483us-gaap:OperatingSegmentsMemberparr:RetailSegmentMember2023-12-310000821483us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2023-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:RefiningMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:LogisticsMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:RetailSegmentMember2022-01-012022-12-310000821483us-gaap:IntersegmentEliminationMemberparr:FuelRevenueMember2022-01-012022-12-310000821483parr:FuelRevenueMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:RefiningMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:LogisticsMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:RetailSegmentMember2022-01-012022-12-310000821483us-gaap:IntersegmentEliminationMemberparr:OtherRevenueMember2022-01-012022-12-310000821483parr:OtherRevenueMember2022-01-012022-12-310000821483us-gaap:IntersegmentEliminationMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:RefiningMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:LogisticsMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:RetailSegmentMember2022-01-012022-12-310000821483us-gaap:IntersegmentEliminationMemberparr:RefiningIntercompanyLogisticCostMember2022-01-012022-12-310000821483parr:RefiningIntercompanyLogisticCostMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2022-01-012022-12-310000821483parr:CorporateReconcilingItemsAndEliminationsMember2022-01-012022-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningMember2022-12-310000821483us-gaap:OperatingSegmentsMemberparr:LogisticsMember2022-12-310000821483us-gaap:OperatingSegmentsMemberparr:RetailSegmentMember2022-12-310000821483us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2022-12-310000821483srt:ParentCompanyMember2024-12-310000821483srt:ParentCompanyMember2023-12-310000821483srt:ParentCompanyMember2024-01-012024-12-310000821483srt:ParentCompanyMember2023-01-012023-12-310000821483srt:ParentCompanyMember2022-01-012022-12-310000821483srt:ParentCompanyMember2022-12-310000821483srt:ParentCompanyMember2021-12-31

00008214832025FYFALSEP3Yhttp://www.par-petro.com/20251231#LondonInterbankOfferedRateLIBOR1MemberimmaterialP1Yhttp://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrentP2YP2Yiso4217:USDxbrli:sharesiso4217:USDxbrli:sharesparr:segmentparr:refineryxbrli:pureparr:storeparr:promissoryNoteutr:bbliso4217:USDutr:bblparr:instrumentparr:option00008214832025-01-012025-12-3100008214832025-06-3000008214832026-02-2000008214832025-10-012025-12-3100008214832025-12-3100008214832024-12-310000821483parr:RefiningAndLogisticsInvestmentsMember2025-12-310000821483parr:RefiningAndLogisticsInvestmentsMember2024-12-310000821483parr:LaramieEnergyLLCMember2025-12-310000821483parr:LaramieEnergyLLCMember2024-12-3100008214832024-01-012024-12-3100008214832023-01-012023-12-310000821483parr:LaramieEnergyLLCMember2025-01-012025-12-310000821483parr:LaramieEnergyLLCMember2024-01-012024-12-310000821483parr:LaramieEnergyLLCMember2023-01-012023-12-310000821483parr:RefiningAndLogisticsInvestmentsMember2025-01-012025-12-310000821483parr:RefiningAndLogisticsInvestmentsMember2024-01-012024-12-310000821483parr:RefiningAndLogisticsInvestmentsMember2023-01-012023-12-3100008214832023-12-3100008214832022-12-310000821483us-gaap:CommonStockMember2022-12-310000821483us-gaap:AdditionalPaidInCapitalMember2022-12-310000821483us-gaap:RetainedEarningsMember2022-12-310000821483us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000821483us-gaap:NoncontrollingInterestMember2022-12-310000821483us-gaap:CommonStockMember2023-01-012023-12-310000821483us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310000821483us-gaap:RetainedEarningsMember2023-01-012023-12-310000821483us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310000821483us-gaap:CommonStockMember2023-12-310000821483us-gaap:AdditionalPaidInCapitalMember2023-12-310000821483us-gaap:RetainedEarningsMember2023-12-310000821483us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310000821483us-gaap:NoncontrollingInterestMember2023-12-310000821483us-gaap:CommonStockMember2024-01-012024-12-310000821483us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310000821483us-gaap:RetainedEarningsMember2024-01-012024-12-310000821483us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310000821483us-gaap:CommonStockMember2024-12-310000821483us-gaap:AdditionalPaidInCapitalMember2024-12-310000821483us-gaap:RetainedEarningsMember2024-12-310000821483us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310000821483us-gaap:NoncontrollingInterestMember2024-12-310000821483us-gaap:AdditionalPaidInCapitalMember2025-01-012025-12-310000821483us-gaap:NoncontrollingInterestMember2025-01-012025-12-310000821483us-gaap:CommonStockMember2025-01-012025-12-310000821483us-gaap:RetainedEarningsMember2025-01-012025-12-310000821483us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-12-310000821483us-gaap:CommonStockMember2025-12-310000821483us-gaap:AdditionalPaidInCapitalMember2025-12-310000821483us-gaap:RetainedEarningsMember2025-12-310000821483us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310000821483us-gaap:NoncontrollingInterestMember2025-12-310000821483parr:YellowstoneEnergyLimitedPartnershipMemberparr:BillingsAcquisitionMember2025-12-310000821483parr:YellowstonePipelineCompanyMember2025-12-310000821483parr:HawaiiRenewablesJointVentureWithAlohiMember2025-12-310000821483parr:RenewableIdentificationNumbersRINsAndEnvironmentalCreditsMember2023-12-310000821483parr:RenewableIdentificationNumbersRINsAndEnvironmentalCreditsMember2023-01-012023-12-310000821483srt:MinimumMemberus-gaap:RefiningEquipmentMember2025-12-310000821483srt:MaximumMemberus-gaap:RefiningEquipmentMember2025-12-310000821483srt:MinimumMemberus-gaap:TransportationEquipmentMember2025-12-310000821483srt:MaximumMemberus-gaap:TransportationEquipmentMember2025-12-310000821483srt:MinimumMembersrt:RetailSiteMember2025-12-310000821483srt:MaximumMembersrt:RetailSiteMember2025-12-310000821483srt:MinimumMemberus-gaap:OfficeEquipmentMember2025-12-310000821483srt:MaximumMemberus-gaap:OfficeEquipmentMember2025-12-310000821483srt:MinimumMemberus-gaap:SoftwareAndSoftwareDevelopmentCostsMember2025-12-310000821483srt:MaximumMemberus-gaap:SoftwareAndSoftwareDevelopmentCostsMember2025-12-310000821483parr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMemberus-gaap:CommonStockMember2025-01-012025-12-310000821483srt:MinimumMember2025-01-012025-12-310000821483srt:MaximumMember2025-01-012025-12-310000821483parr:YellowstoneEnergyLimitedPartnershipMemberparr:BillingsAcquisitionMember2023-06-010000821483parr:YellowstoneEnergyLimitedPartnershipMemberparr:BillingsAcquisitionMember2024-12-310000821483parr:YellowstoneEnergyLimitedPartnershipMemberparr:BillingsAcquisitionMember2023-12-310000821483parr:YellowstoneEnergyLimitedPartnershipMemberparr:BillingsAcquisitionMember2025-01-012025-12-310000821483parr:YellowstoneEnergyLimitedPartnershipMemberparr:BillingsAcquisitionMember2024-01-012024-12-310000821483parr:YellowstonePipelineCompanyMemberparr:BillingsAcquisitionMember2023-06-010000821483parr:YellowstonePipelineCompanyMemberparr:BillingsAcquisitionMember2024-12-310000821483parr:YellowstonePipelineCompanyMemberparr:BillingsAcquisitionMember2023-12-310000821483parr:YellowstonePipelineCompanyMemberparr:BillingsAcquisitionMember2025-01-012025-12-310000821483parr:YellowstonePipelineCompanyMemberparr:BillingsAcquisitionMember2024-01-012024-12-310000821483parr:YellowstonePipelineCompanyMemberparr:BillingsAcquisitionMember2025-12-310000821483parr:LaramieEnergyLLCMemberparr:TermLoanMember2023-02-210000821483parr:LaramieEnergyLLCMemberparr:TermLoanMember2023-02-212023-02-210000821483us-gaap:RevolvingCreditFacilityMemberparr:LaramieEnergyLLCMember2025-12-310000821483us-gaap:RevolvingCreditFacilityMemberparr:LaramieEnergyLLCMember2024-12-310000821483parr:LaramieEnergyLLCMember2023-03-012023-03-010000821483parr:LaramieEnergyLLCMember2024-04-292024-04-290000821483parr:LaramieMember2024-12-310000821483parr:LaramieMember2023-12-310000821483parr:LaramieMember2025-01-012025-12-310000821483parr:LaramieMember2024-01-012024-12-310000821483parr:LaramieMember2025-12-310000821483parr:HawaiiRenewablesJointVentureWithAlohiMemberparr:VotingInterestEntityMember2025-10-210000821483parr:HawaiiRenewablesJointVentureWithAlohiMemberparr:VotingInterestEntityMemberparr:AlohiRenewableEnergyLLCMember2025-10-210000821483parr:HawaiiRenewablesJointVentureWithAlohiMemberparr:VotingInterestEntityMemberparr:ContributionOfCertainAssetsAndWorkingCapitalMember2025-10-212025-10-210000821483parr:HawaiiRenewablesJointVentureWithAlohiMemberparr:VotingInterestEntityMemberparr:AlohiRenewableEnergyLLCMember2025-10-212025-10-210000821483parr:HawaiiRenewablesJointVentureWithAlohiMemberparr:VotingInterestEntityMember2025-10-212025-10-210000821483parr:HawaiiRenewablesJointVentureWithAlohiMember2025-10-210000821483parr:YellowstoneEnergyLimitedPartnershipMemberparr:BillingsAcquisitionMember2022-10-200000821483parr:YellowstonePipelineCompanyMemberparr:BillingsAcquisitionMember2022-10-200000821483parr:BillingsAcquisitionMember2022-10-202022-10-200000821483parr:BillingsAcquisitionMember2023-06-012023-06-010000821483parr:BillingsAcquisitionMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2022-10-202022-10-200000821483parr:BillingsAcquisitionMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-06-012023-06-010000821483parr:BillingsAcquisitionMember2022-10-200000821483parr:BillingsAcquisitionMemberparr:RefiningMember2022-10-200000821483parr:BillingsAcquisitionMemberparr:LogisticsMember2022-10-200000821483parr:BillingsAcquisitionMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-01-012024-12-310000821483srt:MinimumMemberparr:BillingsAcquisitionMember2025-01-012025-12-310000821483srt:MaximumMemberparr:BillingsAcquisitionMember2025-01-012025-12-310000821483parr:BillingsAcquisitionMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:RefiningMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:LogisticsMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:RetailSegmentMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:RefiningMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:LogisticsMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:RetailSegmentMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:RefiningMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:LogisticsMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:RetailSegmentMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:RefiningMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:LogisticsMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:RetailSegmentMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:RefiningMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:LogisticsMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:RetailSegmentMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:RefiningMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:LogisticsMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:RetailSegmentMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:LogisticsMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:RetailSegmentMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:GasolineMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:DistillatesMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRefinedProductsMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:MerchandiseMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:TransportationandTerminallingServicesMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenuesMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:RetailSegmentMember2023-01-012023-12-310000821483parr:TitledInventoryMember2025-12-310000821483parr:InventoryIntermediationAgreementMember2025-12-310000821483parr:TitledInventoryMember2024-12-310000821483parr:InventoryIntermediationAgreementMember2024-12-310000821483parr:RenewableIdentificationNumbersRINsAndEnvironmentalCreditsMember2025-12-310000821483parr:RenewableIdentificationNumbersRINsAndEnvironmentalCreditsMember2024-12-310000821483us-gaap:TrademarksAndTradeNamesMember2025-12-310000821483us-gaap:TrademarksAndTradeNamesMember2024-12-310000821483us-gaap:CustomerRelationshipsMember2025-12-310000821483us-gaap:CustomerRelationshipsMember2024-12-310000821483us-gaap:LicenseMember2025-12-310000821483us-gaap:LicenseMember2024-12-310000821483us-gaap:OtherIntangibleAssetsMember2025-12-310000821483us-gaap:OtherIntangibleAssetsMember2024-12-310000821483parr:InventoryIntermediationAgreementMember2025-12-310000821483parr:InventoryIntermediationAgreementMember2024-12-310000821483parr:ProductFinancingAgreementMember2025-06-270000821483parr:ProductFinancingAgreementMember2025-12-3100008214832025-10-022025-10-020000821483parr:RenewablesIntermediationAgreementMember2025-12-310000821483parr:SupplyAndOfftakeAgreementsMember2024-05-310000821483parr:SupplyAndOfftakeAgreementsMember2024-05-312024-05-310000821483parr:SupplyAndOfftakeAgreementsMembersrt:MinimumMember2024-05-312024-05-310000821483parr:SupplyAndOfftakeAgreementsMembersrt:MaximumMember2024-05-312024-05-310000821483parr:SupplyAndOfftakeAgreementsMemberparr:J.AronObligationMember2024-05-312024-05-310000821483parr:SupplyAndOfftakeAgreementsMemberparr:DiscretionaryDrawFacilityAndRemainingObligationsMember2024-05-312024-05-310000821483parr:SupplyAndOfftakeAgreementsMember2024-01-012024-12-310000821483us-gaap:RevolvingCreditFacilityMemberparr:LCFacilityDue2024Memberus-gaap:LineOfCreditMember2023-07-260000821483parr:LCFacilityDue2024Member2024-01-012024-12-310000821483us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberparr:LCFacilityDue2024Memberus-gaap:LineOfCreditMember2023-07-262023-07-260000821483us-gaap:RevolvingCreditFacilityMemberparr:CostOfFundsRateMemberparr:LCFacilityDue2024Memberus-gaap:LineOfCreditMember2023-07-262023-07-260000821483us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberparr:LCFacilityDue2024Memberus-gaap:LineOfCreditMember2023-07-262023-07-260000821483us-gaap:RevolvingCreditFacilityMemberparr:LCFacilityDue2024Memberus-gaap:LineOfCreditMember2023-07-262023-07-260000821483us-gaap:RevolvingCreditFacilityMemberparr:TradeLetterOfCreditMemberparr:LCFacilityDue2024Memberus-gaap:LineOfCreditMember2023-07-262023-07-260000821483us-gaap:RevolvingCreditFacilityMemberparr:PerformanceLetterOfCreditMemberparr:LCFacilityDue2024Memberus-gaap:LineOfCreditMember2023-07-262023-07-260000821483parr:WashingtonRefineryIntermediationAgreementMember2023-12-310000821483parr:InventoryIntermediationMemberparr:InventoryIntermediationAgreementMember2025-01-012025-12-310000821483parr:InventoryIntermediationMemberparr:InventoryIntermediationAgreementMember2024-01-012024-12-310000821483parr:InventoryIntermediationMemberparr:InventoryIntermediationAgreementMember2023-01-012023-12-310000821483parr:InventoryIntermediationAgreementMember2025-01-012025-12-310000821483parr:InventoryIntermediationAgreementMember2024-01-012024-12-310000821483parr:InventoryIntermediationAgreementMember2023-01-012023-12-310000821483parr:ProductFinancingAgreementMember2025-01-012025-12-310000821483parr:ProductFinancingAgreementMember2024-01-012024-12-310000821483parr:ProductFinancingAgreementMember2023-01-012023-12-310000821483parr:InventoryIntermediationMemberparr:RenewablesIntermediationAgreementMember2025-01-012025-12-310000821483parr:InventoryIntermediationMemberparr:RenewablesIntermediationAgreementMember2024-01-012024-12-310000821483parr:InventoryIntermediationMemberparr:RenewablesIntermediationAgreementMember2023-01-012023-12-310000821483parr:RenewablesIntermediationAgreementMember2025-01-012025-12-310000821483parr:RenewablesIntermediationAgreementMember2024-01-012024-12-310000821483parr:RenewablesIntermediationAgreementMember2023-01-012023-12-310000821483parr:InventoryIntermediationMemberparr:SupplyAndOfftakeAgreementsMember2025-01-012025-12-310000821483parr:InventoryIntermediationMemberparr:SupplyAndOfftakeAgreementsMember2024-01-012024-12-310000821483parr:InventoryIntermediationMemberparr:SupplyAndOfftakeAgreementsMember2023-01-012023-12-310000821483parr:SupplyAndOfftakeAgreementsMember2025-01-012025-12-310000821483parr:SupplyAndOfftakeAgreementsMember2023-01-012023-12-310000821483parr:InventoryIntermediationMemberparr:WashingtonRefineryIntermediationAgreementMember2025-01-012025-12-310000821483parr:InventoryIntermediationMemberparr:WashingtonRefineryIntermediationAgreementMember2024-01-012024-12-310000821483parr:InventoryIntermediationMemberparr:WashingtonRefineryIntermediationAgreementMember2023-01-012023-12-310000821483parr:WashingtonRefineryIntermediationAgreementMember2025-01-012025-12-310000821483parr:WashingtonRefineryIntermediationAgreementMember2024-01-012024-12-310000821483parr:WashingtonRefineryIntermediationAgreementMember2023-01-012023-12-310000821483parr:LCFacilityDue2024Member2025-01-012025-12-310000821483parr:LCFacilityDue2024Member2023-01-012023-12-310000821483parr:InventoryIntermediationMemberparr:InventoryIntermediationAgreementMemberparr:MandatoryMarketStructureRollFeesMember2025-01-012025-12-310000821483parr:InventoryIntermediationMemberparr:InventoryIntermediationAgreementMemberparr:MandatoryMarketStructureRollFeesMember2024-01-012024-12-310000821483parr:InventoryIntermediationMemberparr:SupplyAndOfftakeAgreementsMemberparr:MandatoryMarketStructureRollFeesMember2024-01-012024-12-310000821483parr:InventoryIntermediationMemberparr:SupplyAndOfftakeAgreementsMemberparr:MandatoryMarketStructureRollFeesMember2023-01-012023-12-310000821483parr:InventoryIntermediationMemberparr:SupplyAndOfftakeAgreementsMemberparr:MandatoryMarketStructureRollFeesMember2025-01-012025-12-310000821483parr:InventoryIntermediationMemberparr:RenewablesIntermediationAgreementMemberparr:MandatoryMarketStructureRollFeesMember2025-01-012025-12-310000821483us-gaap:RevolvingCreditFacilityMemberparr:RenewablesLCFacilityDue2026Member2025-12-310000821483us-gaap:RevolvingCreditFacilityMemberparr:RenewablesLCFacilityDue2026Member2024-12-310000821483us-gaap:RevolvingCreditFacilityMemberparr:ABLCreditFacilityDue2028Member2025-12-310000821483us-gaap:RevolvingCreditFacilityMemberparr:ABLCreditFacilityDue2028Member2024-12-310000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2025-12-310000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2024-12-310000821483us-gaap:RevolvingCreditFacilityMemberparr:RenewablesLCFacilityMember2025-12-310000821483parr:LettersOfCreditAndSuretyBondsMember2025-12-310000821483parr:LettersOfCreditAndSuretyBondsMember2024-12-310000821483us-gaap:RevolvingCreditFacilityMemberparr:RenewablesLCFacilityDue2026Memberus-gaap:LineOfCreditMember2025-12-160000821483us-gaap:LetterOfCreditMemberparr:RenewablesLCFacilityDue2026Memberus-gaap:LineOfCreditMember2025-12-310000821483us-gaap:RevolvingCreditFacilityMember2025-01-012025-12-310000821483parr:RenewablesLCFacilityDue2026Memberus-gaap:SecuredDebtMember2025-01-012025-12-310000821483us-gaap:RevolvingCreditFacilityMemberparr:InitialFacilityMemberus-gaap:LineOfCreditMember2023-04-260000821483us-gaap:RevolvingCreditFacilityMemberparr:ABLCreditFacilityDue2028Member2023-04-260000821483us-gaap:RevolvingCreditFacilityMemberparr:BillingsIncrementalFacilityMemberus-gaap:LineOfCreditMember2023-05-300000821483us-gaap:RevolvingCreditFacilityMemberparr:InitialFacilityMember2023-05-302023-05-300000821483us-gaap:RevolvingCreditFacilityMemberparr:BillingsIncrementalFacilityMember2023-05-302023-05-300000821483us-gaap:RevolvingCreditFacilityMemberparr:SecondAmendmentToABLCreditFacilityMemberus-gaap:LineOfCreditMember2023-10-040000821483us-gaap:RevolvingCreditFacilityMemberparr:ThirdAmendmentToABLCreditFacilityMemberus-gaap:LineOfCreditMember2024-03-220000821483us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberparr:ABLCreditFacilityDue2028Memberus-gaap:LineOfCreditMember2023-04-262023-04-260000821483us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberparr:ABLCreditFacilityDue2028Memberus-gaap:LineOfCreditMember2023-04-262023-04-260000821483us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberparr:ABLCreditFacilityDue2028Membersrt:MinimumMemberus-gaap:LineOfCreditMember2023-04-262023-04-260000821483us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberparr:ABLCreditFacilityDue2028Membersrt:MaximumMemberus-gaap:LineOfCreditMember2023-04-262023-04-260000821483us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberparr:ABLCreditFacilityDue2028Membersrt:MinimumMemberus-gaap:LineOfCreditMember2023-04-262023-04-260000821483us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberparr:ABLCreditFacilityDue2028Membersrt:MaximumMemberus-gaap:LineOfCreditMember2023-04-262023-04-260000821483us-gaap:RevolvingCreditFacilityMemberparr:ABLCreditFacilityDue2028Memberus-gaap:LineOfCreditMember2025-12-310000821483us-gaap:RevolvingCreditFacilityMemberparr:ABLCreditFacilityDue2028Memberus-gaap:LineOfCreditMember2024-12-310000821483us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberparr:BorrowingBaseGreaterthan50Memberparr:ABLLoanAgreementMember2022-02-022022-02-020000821483us-gaap:BaseRateMemberparr:BorrowingBaseGreaterthan50Memberparr:ABLLoanAgreementMember2022-02-022022-02-020000821483us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberparr:BorrowingBaseGreaterthan30andlessthanorEqualto50Memberparr:ABLLoanAgreementMember2022-02-022022-02-020000821483us-gaap:BaseRateMemberparr:BorrowingBaseGreaterthan30andlessthanorEqualto50Memberparr:ABLLoanAgreementMember2022-02-022022-02-020000821483us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberparr:BorrowingBaseLessThanorEqualto30Memberparr:ABLLoanAgreementMember2022-02-022022-02-020000821483us-gaap:BaseRateMemberparr:BorrowingBaseLessThanorEqualto30Memberparr:ABLLoanAgreementMember2022-02-022022-02-020000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2023-02-280000821483us-gaap:SecuredOvernightFinancingRateSofrMemberparr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2023-02-282023-02-280000821483us-gaap:BaseRateMemberparr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2023-02-282023-02-280000821483parr:A775SeniorSecuredNoteDue2025Memberus-gaap:SeniorNotesMember2023-02-280000821483parr:A12.875SeniorSecuredNoteDue2026Memberus-gaap:SeniorNotesMember2023-02-280000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2023-01-012023-12-310000821483parr:FirstAmendmentToTermLoanCreditAgreementMemberus-gaap:LineOfCreditMember2024-04-082024-04-080000821483us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberparr:FirstAmendmentToTermLoanCreditAgreementMemberus-gaap:LineOfCreditMember2024-04-082024-04-080000821483us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberparr:FirstAmendmentToTermLoanCreditAgreementMemberus-gaap:LineOfCreditMember2024-04-082024-04-080000821483us-gaap:SecuredOvernightFinancingRateSofrMemberparr:FirstAmendmentToTermLoanCreditAgreementMemberus-gaap:LineOfCreditMember2024-04-082024-04-080000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2024-11-240000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2024-11-250000821483parr:FirstAmendmentToTermLoanCreditAgreementMemberus-gaap:LineOfCreditMember2025-12-172025-12-170000821483us-gaap:BaseRateMemberparr:FirstAmendmentToTermLoanCreditAgreementMemberparr:TermLoanMember2025-12-172025-12-170000821483us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberparr:FirstAmendmentToTermLoanCreditAgreementMemberparr:TermLoanMember2025-12-172025-12-170000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2025-01-012025-12-310000821483us-gaap:PrimeRateMemberparr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2023-02-282023-02-280000821483us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberparr:FirstAmendmentToTermLoanCreditAgreementMemberparr:TermLoanMember2023-02-282023-02-280000821483parr:StepDownRateMemberparr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2023-02-282023-02-280000821483us-gaap:BaseRateMemberparr:FirstAmendmentToTermLoanCreditAgreementMemberparr:TermLoanMember2023-02-282023-02-280000821483parr:FederalFundsRatePlusMemberparr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2023-02-282023-02-280000821483parr:OneMonthSOFRPlusMemberparr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2023-02-282023-02-280000821483parr:TermLoanCreditAgreementDue2030Memberparr:TermLoanMember2023-02-282023-02-280000821483parr:A775SeniorSecuredNoteDue2025Memberus-gaap:SeniorNotesMember2023-02-282023-02-280000821483parr:A775SeniorSecuredNoteDue2025Memberus-gaap:SeniorNotesMember2023-03-172023-03-170000821483parr:A775SeniorSecuredNoteDue2025Memberus-gaap:SeniorNotesMember2023-01-012023-12-310000821483parr:A775SeniorSecuredNoteDue2025Memberus-gaap:SeniorNotesMember2025-12-310000821483parr:TermLoanBFacilityDue2026Memberparr:TermLoanMember2023-02-282023-02-280000821483parr:LondonInterbankOfferedRateLIBOR1Memberparr:TermLoanBFacilityDue2026Memberparr:TermLoanMember2023-02-282023-02-280000821483us-gaap:BaseRateMemberparr:TermLoanBFacilityDue2026Memberparr:TermLoanMember2023-02-282023-02-280000821483parr:A12.875SeniorSecuredNoteDue2026Memberus-gaap:SeniorNotesMember2023-02-282023-02-280000821483parr:A12.875SeniorSecuredNoteDue2026Memberparr:WilmingtonTrustCompanyMemberus-gaap:SeniorNotesMember2023-03-172023-03-170000821483parr:A12.875SeniorSecuredNoteDue2026Memberus-gaap:SeniorNotesMember2023-01-012023-12-310000821483parr:PropertyLoanKahuluiHawaiiAndHiloHawaiiMemberparr:PromissoryNotesMember2023-06-070000821483parr:PropertyLoanLihueHawaiiMemberparr:PromissoryNotesMember2025-09-090000821483us-gaap:FutureMember2025-01-012025-12-310000821483us-gaap:SwapMember2025-01-012025-12-310000821483parr:OptionCollarsMember2025-01-012025-12-310000821483parr:OptionCollarFloorMember2025-12-310000821483parr:OptionCollarCeilingMember2025-12-310000821483parr:ExchangeTradedFutureContractMember2025-12-310000821483us-gaap:InterestRateSwapMember2025-12-3100008214832023-04-120000821483us-gaap:CommodityContractMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2025-12-310000821483us-gaap:CommodityContractMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310000821483parr:EnvironmentalCreditDerivativesMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2025-12-310000821483parr:EnvironmentalCreditDerivativesMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310000821483us-gaap:CommodityContractMemberparr:OtherLongTermAssetsMember2025-12-310000821483us-gaap:CommodityContractMemberparr:OtherLongTermAssetsMember2024-12-310000821483us-gaap:CommodityContractMemberparr:OtherAccruedLiabilitiesMember2025-12-310000821483us-gaap:CommodityContractMemberparr:OtherAccruedLiabilitiesMember2024-12-310000821483parr:InventoryRepurchaseObligation2Memberparr:ObligationsunderInventoryFinancingAgreementsMemberus-gaap:OverTheCounterMember2025-12-310000821483parr:InventoryRepurchaseObligation2Memberparr:ObligationsunderInventoryFinancingAgreementsMemberus-gaap:OverTheCounterMember2024-12-310000821483parr:WellsFargoTerminalObligationDerivativeMemberparr:ObligationsunderInventoryFinancingAgreementsMemberus-gaap:OverTheCounterMember2025-12-310000821483parr:WellsFargoTerminalObligationDerivativeMemberparr:ObligationsunderInventoryFinancingAgreementsMemberus-gaap:OverTheCounterMember2024-12-310000821483us-gaap:InterestRateContractMemberus-gaap:OtherLiabilitiesMember2025-12-310000821483us-gaap:InterestRateContractMemberus-gaap:OtherLiabilitiesMember2024-12-310000821483us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2025-12-310000821483us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310000821483parr:RealizedDerivableReceivableMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2025-12-310000821483parr:RealizedDerivableReceivableMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310000821483parr:OtherAccruedLiabilitiesMember2025-12-310000821483parr:OtherAccruedLiabilitiesMember2024-12-310000821483us-gaap:CommodityContractMember2025-01-012025-12-310000821483us-gaap:CommodityContractMember2024-01-012024-12-310000821483us-gaap:CommodityContractMember2023-01-012023-12-310000821483parr:EnvironmentalCreditDerivativesMember2025-01-012025-12-310000821483parr:EnvironmentalCreditDerivativesMember2024-01-012024-12-310000821483parr:EnvironmentalCreditDerivativesMember2023-01-012023-12-310000821483parr:InventoryRepurchaseObligation1Member2025-01-012025-12-310000821483parr:InventoryRepurchaseObligation1Member2024-01-012024-12-310000821483parr:InventoryRepurchaseObligation1Member2023-01-012023-12-310000821483parr:InventoryRepurchaseObligation2Member2025-01-012025-12-310000821483parr:InventoryRepurchaseObligation2Member2024-01-012024-12-310000821483parr:InventoryRepurchaseObligation2Member2023-01-012023-12-310000821483parr:InventoryRepurchaseObligation3Member2025-01-012025-12-310000821483parr:InventoryRepurchaseObligation3Member2024-01-012024-12-310000821483parr:InventoryRepurchaseObligation3Member2023-01-012023-12-310000821483parr:WellsFargoTerminalObligationDerivativeMember2025-01-012025-12-310000821483parr:WellsFargoTerminalObligationDerivativeMember2024-01-012024-12-310000821483parr:WellsFargoTerminalObligationDerivativeMember2023-01-012023-12-310000821483us-gaap:InterestRateContractMember2025-01-012025-12-310000821483us-gaap:InterestRateContractMember2024-01-012024-12-310000821483us-gaap:InterestRateContractMember2023-01-012023-12-310000821483parr:BillingsAcquisitionMember2023-06-010000821483us-gaap:CommodityContractMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel1Member2025-12-310000821483us-gaap:CommodityContractMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel2Member2025-12-310000821483us-gaap:CommodityContractMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel3Member2025-12-310000821483us-gaap:CommodityContractMemberus-gaap:ExchangeTradedMember2025-12-310000821483parr:InventoryRepurchaseObligation2Memberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel1Member2025-12-310000821483parr:InventoryRepurchaseObligation2Memberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel2Member2025-12-310000821483parr:InventoryRepurchaseObligation2Memberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel3Member2025-12-310000821483parr:InventoryRepurchaseObligation2Memberus-gaap:ExchangeTradedMember2025-12-310000821483parr:WellsFargoTerminalObligationDerivativeMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel1Member2025-12-310000821483parr:WellsFargoTerminalObligationDerivativeMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel2Member2025-12-310000821483parr:WellsFargoTerminalObligationDerivativeMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel3Member2025-12-310000821483parr:WellsFargoTerminalObligationDerivativeMemberus-gaap:ExchangeTradedMember2025-12-310000821483us-gaap:InterestRateContractMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel1Member2025-12-310000821483us-gaap:InterestRateContractMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel2Member2025-12-310000821483us-gaap:InterestRateContractMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel3Member2025-12-310000821483us-gaap:InterestRateContractMemberus-gaap:ExchangeTradedMember2025-12-310000821483parr:EnvironmentalCreditObligationsMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel1Member2025-12-310000821483parr:EnvironmentalCreditObligationsMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel2Member2025-12-310000821483parr:EnvironmentalCreditObligationsMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel3Member2025-12-310000821483parr:EnvironmentalCreditObligationsMemberus-gaap:ExchangeTradedMember2025-12-310000821483us-gaap:FairValueInputsLevel1Member2025-12-310000821483us-gaap:FairValueInputsLevel2Member2025-12-310000821483us-gaap:FairValueInputsLevel3Member2025-12-310000821483us-gaap:CommodityContractMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel1Member2024-12-310000821483us-gaap:CommodityContractMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel2Member2024-12-310000821483us-gaap:CommodityContractMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel3Member2024-12-310000821483us-gaap:CommodityContractMemberus-gaap:ExchangeTradedMember2024-12-310000821483parr:InventoryRepurchaseObligation2Memberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel1Member2024-12-310000821483parr:InventoryRepurchaseObligation2Memberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel2Member2024-12-310000821483parr:InventoryRepurchaseObligation2Memberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel3Member2024-12-310000821483parr:InventoryRepurchaseObligation2Memberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:InterestRateContractMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel1Member2024-12-310000821483us-gaap:InterestRateContractMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel2Member2024-12-310000821483us-gaap:InterestRateContractMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel3Member2024-12-310000821483us-gaap:InterestRateContractMemberus-gaap:ExchangeTradedMember2024-12-310000821483parr:EnvironmentalCreditObligationsMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel1Member2024-12-310000821483parr:EnvironmentalCreditObligationsMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel2Member2024-12-310000821483parr:EnvironmentalCreditObligationsMemberus-gaap:ExchangeTradedMemberus-gaap:FairValueInputsLevel3Member2024-12-310000821483parr:EnvironmentalCreditObligationsMemberus-gaap:ExchangeTradedMember2024-12-310000821483us-gaap:FairValueInputsLevel1Member2024-12-310000821483us-gaap:FairValueInputsLevel2Member2024-12-310000821483us-gaap:FairValueInputsLevel3Member2024-12-310000821483parr:PrepaidExpensesAndOtherCurrentAssetsAndOtherNoncurrentAssetsMember2025-12-310000821483parr:PrepaidExpensesAndOtherCurrentAssetsAndOtherNoncurrentAssetsMember2024-12-310000821483parr:InventoryAndOtherLongTermAssetsMemberparr:RenewableIdentificationNumbersRINsAndEnvironmentalCreditsMember2025-12-310000821483parr:InventoryAndOtherLongTermAssetsMemberparr:RenewableIdentificationNumbersRINsAndEnvironmentalCreditsMember2024-12-310000821483parr:OtherAccruedLiabilityMember2025-12-310000821483parr:OtherAccruedLiabilityMember2024-12-310000821483us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Memberparr:ABLCreditFacilityDue2028Member2025-12-310000821483us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Memberparr:ABLCreditFacilityDue2028Member2025-12-310000821483us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberparr:TermLoanCreditAgreementDue2030Member2025-12-310000821483us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberparr:TermLoanCreditAgreementDue2030Member2025-12-310000821483us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberparr:ProductFinancingAgreementMember2025-12-310000821483us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberparr:ProductFinancingAgreementMember2025-12-310000821483us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberparr:OtherLongTermDebtMember2025-12-310000821483us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberparr:OtherLongTermDebtMember2025-12-310000821483us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Memberparr:ABLCreditFacilityDue2028Member2024-12-310000821483us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Memberparr:ABLCreditFacilityDue2028Member2024-12-310000821483us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberparr:TermLoanCreditAgreementDue2030Member2024-12-310000821483us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberparr:TermLoanCreditAgreementDue2030Member2024-12-310000821483us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberparr:ProductFinancingAgreementMember2024-12-310000821483us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberparr:ProductFinancingAgreementMember2024-12-310000821483us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberparr:OtherLongTermDebtMember2024-12-310000821483us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberparr:OtherLongTermDebtMember2024-12-310000821483us-gaap:FinancingLeaseLeaseNotYetCommencedMember2025-12-310000821483us-gaap:OperatingLeaseLeaseNotYetCommencedMember2025-12-310000821483parr:WashingtonDepartmentOfRevenueMemberparr:StateTaxAuthorityMember2022-01-012022-03-310000821483parr:WyomingRefineryOneMember2025-12-310000821483parr:WyomingRefineryOneMember2025-01-012025-12-310000821483parr:WasteWaterTreatmentSystemMemberparr:WyomingRefineryTwoMember2025-12-310000821483parr:WyomingRefineryMember2025-12-310000821483parr:MontanaRefinerySystemMember2025-12-310000821483srt:MinimumMemberparr:MontanaRefinerySystemMember2025-01-012025-12-310000821483srt:MaximumMemberparr:MontanaRefinerySystemMember2025-01-012025-12-310000821483parr:OneMajorCustomerMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-12-310000821483parr:OneMajorCustomerMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-12-310000821483parr:OneMajorCustomerMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2023-01-012023-12-310000821483us-gaap:CommonStockMember2021-11-100000821483srt:MinimumMemberus-gaap:CommonStockMember2023-08-020000821483srt:MaximumMemberus-gaap:CommonStockMember2023-08-020000821483us-gaap:CommonStockMember2025-02-210000821483us-gaap:RestrictedStockMember2025-01-012025-12-310000821483us-gaap:RestrictedStockMember2024-01-012024-12-310000821483us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-12-310000821483parr:StockPurchasePlanMemberus-gaap:EmployeeStockMember2025-01-012025-12-310000821483us-gaap:EmployeeStockMemberparr:StockPurchasePlanMembersrt:BoardOfDirectorsChairmanMember2025-01-012025-12-310000821483us-gaap:EmployeeStockMemberparr:StockPurchasePlanMembersrt:DirectorMember2025-01-012025-12-310000821483us-gaap:EmployeeStockMembersrt:MinimumMemberparr:StockPurchasePlanMembersrt:ExecutiveOfficerMember2025-01-012025-12-310000821483us-gaap:EmployeeStockMembersrt:MaximumMemberparr:StockPurchasePlanMembersrt:ExecutiveOfficerMember2025-01-012025-12-310000821483us-gaap:RestrictedStockMember2023-01-012023-12-310000821483us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-12-310000821483us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-12-310000821483us-gaap:EmployeeStockOptionMember2025-01-012025-12-310000821483us-gaap:EmployeeStockOptionMember2024-01-012024-12-310000821483us-gaap:EmployeeStockOptionMember2023-01-012023-12-310000821483parr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMemberus-gaap:EmployeeStockMember2025-01-012025-12-310000821483us-gaap:EmployeeStockMembersrt:MinimumMemberparr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMember2025-01-012025-12-310000821483us-gaap:EmployeeStockMembersrt:MaximumMemberparr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMember2025-01-012025-12-310000821483us-gaap:EmployeeStockMemberus-gaap:CommonStockMemberparr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMember2025-12-310000821483parr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMemberus-gaap:CommonStockMember2025-12-310000821483parr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMemberus-gaap:CommonStockMember2024-01-012024-12-310000821483parr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMemberus-gaap:CommonStockMember2023-01-012023-12-310000821483parr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMemberus-gaap:CommonStockMember2024-12-310000821483parr:ParPacificHoldingsInc.2018EmployeeStockPurchasePlanESPPMemberus-gaap:CommonStockMember2023-12-310000821483parr:DeferredandMatchingRestrictedStockUnitsMember2025-01-012025-12-310000821483us-gaap:RestrictedStockMember2024-12-310000821483us-gaap:RestrictedStockMember2025-12-310000821483parr:PerformanceRestrictedStockUnitsMember2024-12-310000821483parr:PerformanceRestrictedStockUnitsMember2025-01-012025-12-310000821483parr:PerformanceRestrictedStockUnitsMember2025-12-310000821483parr:PerformanceRestrictedStockUnitsMember2024-01-012024-12-310000821483parr:PerformanceRestrictedStockUnitsMember2023-01-012023-12-310000821483us-gaap:EmployeeStockOptionMember2024-12-310000821483us-gaap:EmployeeStockOptionMember2025-12-310000821483parr:WyomingRefiningPlanMember2025-12-310000821483parr:U.S.OilPlanMember2025-12-310000821483parr:WyomingRefiningPlanMember2024-12-310000821483parr:U.S.OilPlanMember2024-12-310000821483parr:WyomingRefiningPlanMember2023-12-310000821483parr:U.S.OilPlanMember2023-12-310000821483parr:WyomingRefiningPlanMember2025-01-012025-12-310000821483parr:WyomingRefiningPlanMember2024-01-012024-12-310000821483parr:WyomingRefiningPlanMember2023-01-012023-12-310000821483parr:U.S.OilPlanMember2025-01-012025-12-310000821483parr:U.S.OilPlanMember2024-01-012024-12-310000821483parr:U.S.OilPlanMember2023-01-012023-12-310000821483parr:WyomingRefiningPlanMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2025-12-310000821483parr:WyomingRefiningPlanMemberus-gaap:DefinedBenefitPlanDebtSecurityMember2025-12-310000821483parr:U.S.OilPlanMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2025-12-310000821483parr:U.S.OilPlanMemberus-gaap:DefinedBenefitPlanDebtSecurityMember2025-12-310000821483parr:U.S.OilPlanMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember2025-12-310000821483us-gaap:RestrictedStockMember2025-01-012025-12-310000821483us-gaap:RestrictedStockMember2024-01-012024-12-310000821483us-gaap:RestrictedStockMember2023-01-012023-12-310000821483us-gaap:EmployeeStockOptionMember2025-01-012025-12-310000821483us-gaap:EmployeeStockOptionMember2024-01-012024-12-310000821483us-gaap:EmployeeStockOptionMember2023-01-012023-12-310000821483us-gaap:DomesticCountryMember2025-01-012025-12-310000821483us-gaap:DomesticCountryMember2024-01-012024-12-310000821483us-gaap:DomesticCountryMember2023-01-012023-12-310000821483stpr:CA2025-01-012025-12-310000821483stpr:HI2025-01-012025-12-310000821483stpr:MT2025-01-012025-12-310000821483us-gaap:StateAndLocalTaxJurisdictionOtherMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:RefiningMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:LogisticsMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:RetailSegmentMember2025-01-012025-12-310000821483us-gaap:IntersegmentEliminationMemberparr:FuelRevenueMember2025-01-012025-12-310000821483parr:FuelRevenueMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:RefiningMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:LogisticsMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:RetailSegmentMember2025-01-012025-12-310000821483us-gaap:IntersegmentEliminationMemberparr:OtherRevenueMember2025-01-012025-12-310000821483parr:OtherRevenueMember2025-01-012025-12-310000821483parr:CorporateReconcilingItemsAndEliminationsMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:RefiningMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:LogisticsMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:RetailSegmentMember2025-01-012025-12-310000821483us-gaap:IntersegmentEliminationMemberparr:RefiningIntercompanyLogisticCostMember2025-01-012025-12-310000821483parr:RefiningIntercompanyLogisticCostMember2025-01-012025-12-310000821483us-gaap:IntersegmentEliminationMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2025-01-012025-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningMember2025-12-310000821483us-gaap:OperatingSegmentsMemberparr:LogisticsMember2025-12-310000821483us-gaap:OperatingSegmentsMemberparr:RetailSegmentMember2025-12-310000821483us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2025-12-310000821483parr:RefiningSegmentMember2025-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:IntersegmentEliminationMemberparr:FuelRevenueMember2024-01-012024-12-310000821483parr:FuelRevenueMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:IntersegmentEliminationMemberparr:OtherRevenueMember2024-01-012024-12-310000821483parr:OtherRevenueMember2024-01-012024-12-310000821483parr:CorporateReconcilingItemsAndEliminationsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:RefiningMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:LogisticsMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:RetailSegmentMember2024-01-012024-12-310000821483us-gaap:IntersegmentEliminationMemberparr:RefiningIntercompanyLogisticCostMember2024-01-012024-12-310000821483parr:RefiningIntercompanyLogisticCostMember2024-01-012024-12-310000821483us-gaap:IntersegmentEliminationMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2024-01-012024-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningMember2024-12-310000821483us-gaap:OperatingSegmentsMemberparr:LogisticsMember2024-12-310000821483us-gaap:OperatingSegmentsMemberparr:RetailSegmentMember2024-12-310000821483us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2024-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:FuelRevenueMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:IntersegmentEliminationMemberparr:FuelRevenueMember2023-01-012023-12-310000821483parr:FuelRevenueMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:OtherRevenueMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:IntersegmentEliminationMemberparr:OtherRevenueMember2023-01-012023-12-310000821483parr:OtherRevenueMember2023-01-012023-12-310000821483parr:CorporateReconcilingItemsAndEliminationsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:RefiningMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:LogisticsMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningIntercompanyLogisticCostMemberparr:RetailSegmentMember2023-01-012023-12-310000821483us-gaap:IntersegmentEliminationMemberparr:RefiningIntercompanyLogisticCostMember2023-01-012023-12-310000821483parr:RefiningIntercompanyLogisticCostMember2023-01-012023-12-310000821483us-gaap:IntersegmentEliminationMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2023-01-012023-12-310000821483us-gaap:OperatingSegmentsMemberparr:RefiningMember2023-12-310000821483us-gaap:OperatingSegmentsMemberparr:LogisticsMember2023-12-310000821483us-gaap:OperatingSegmentsMemberparr:RetailSegmentMember2023-12-310000821483us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2023-12-310000821483srt:ParentCompanyMember2025-12-310000821483srt:ParentCompanyMember2024-12-310000821483srt:ParentCompanyMember2025-01-012025-12-310000821483srt:ParentCompanyMember2024-01-012024-12-310000821483srt:ParentCompanyMember2023-01-012023-12-310000821483srt:ParentCompanyMember2023-12-310000821483srt:ParentCompanyMember2022-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________________________________________________________________________________________________________

FORM 10-K

________________________________________________________________________________________________________________________

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-36550

________________________________________________________________________________________________________________________

PAR PACIFIC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

________________________________________________________________________________________________________________________


Delaware			84-1060803
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)


825 Town & Country Lane, Suite 1500
Houston,	Texas	77024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 899-4800

Securities registered under Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of Exchange on which registered
Common stock, $0.01 par value	PARR	New York Stock Exchange
	PARR	NYSE Texas, Inc.

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý

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 ý 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 ý 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 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 Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $1,~~372~~267,~~227~~736,~~688~~899 based on the closing sales price of the common stock on the New York Stock Exchange on June 2830, ~~2024~~2025 (the last business day of the registrant’s most recently completed second fiscal quarter). As of February 2120, ~~2025~~2026, 5449,~~747~~003,~~885~~370 shares of the registrant’s Common Stock, $0.01 par value, were issued and outstanding.

Documents Incorporated By Reference

Certain information required to be disclosed in Part III of this report is incorporated by reference from the registrant’s definitive proxy statement or an amendment to this report, which will be filed with the SEC not later than 120 days after the end of the fiscal year covered by this report.

TABLE OF CONTENTS

			PAGE
PART I
Item 1. BUSINESS			1
Item 1A. RISK FACTORS			1314
Item 1B. UNRESOLVED STAFF COMMENTS			2628
Item 1C. CYBERSECURITY			2628
Item 2. PROPERTIES			2728
Item 3. LEGAL PROCEEDINGS			2729
Item 4. MINE SAFETY DISCLOSURES			2729
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES			2830
Item 6. [RESERVED]			2931
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			3032
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			6369
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			6470
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			6470
Item 9A. CONTROLS AND PROCEDURES			6470
Item 9B. OTHER INFORMATION			6874
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION			6874
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE			6874
Item 11. EXECUTIVE COMPENSATION			6874
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			6874
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE			6874
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES			6874
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES			6975
Item 16. FORM 10-K SUMMARY			F-5762

Glossary of Selected Industry Terms

Unless otherwise noted or indicated by context, the following terms used in this Annual Report on Form 10- K have the following meanings:


barrel or bbl			A common unit of measure in the oil industry, which equates to 42 gallons.
blendstocks			Various compounds that are combined with gasoline or diesel from the crude oil refining process to make finished gasoline and diesel; these may include natural gasoline, FCC unit gasoline, ethanol, reformate, or butane, among others.
Brent			A light, sweet North Sea crude oil, characterized by an API gravity of 38 degrees and a sulfur content of approximately 0.4% by weight that is used as a benchmark for other crude oils.
cardlock			Automated unattended fueling sites that are open all day and are designed for commercial fleet vehicles.
catalyst			A substance that alters, accelerates, or instigates chemical changes, but is not produced as a product of the refining process.

CO2			Carbon dioxide.
condensate			Light hydrocarbons which are in gas form underground but are a liquid at normal temperatures and pressure.
crack spread			A simplified calculation that measures the difference between the price for refined products and crude oil. For example, we reference the 3-1-2 Singapore crack spread, which approximates the per barrel results from processing three barrels of Brent crude oil to produce one barrel of gasoline and two barrels of distillates (diesel and jet fuel).
distillates			Refers primarily to diesel, heating oil, kerosene, and jet fuel.
ethanol			A clear, colorless, flammable oxygenated liquid. Ethanol is typically produced chemically from ethylene or biologically from fermentation of various sugars from carbohydrates found in agricultural crops and cellulosic residues from crops or wood. It is used in the United States as a gasoline octane enhancer and oxygenate.
feedstocks			Crude oil or partially refined petroleum products that are further processed into refined products.
gasoil			European and Asian designation for No. 2 heating oil and No. 2 diesel fuel.

HSFO			High sulfur fuel oil.

LPG			Liquified petroleum gas.
LSFO			Low sulfur fuel oil.
Mbbls			Thousand barrels of crude oil or other liquid hydrocarbons.
Mbpd			Thousand barrels per day.

MMbbls			Million barrels of crude oil or other liquid hydrocarbons.
MMbtu			Million British thermal units, a unit of measurement for natural gas.



MSW			Mixed sweet blend.



NOx			Nitrogen oxides.
PADD			Petroleum Administration for Defense District.
refined products			Petroleum products, such as gasoline, diesel, and jet fuel, that are produced by a refinery.
RVO			Renewable volume obligation.
SO2			Sulfur dioxide.
SPM			Single point mooring. Also known as a single buoy mooring, refers to a loading buoy that is anchored offshore and serves as an interconnect for tankers loading or offloading crude oil and refined products.
throughput			The volume processed through a unit or refinery.
turnaround			A periodically required standard procedure to inspect, refurbish, repair, and maintain a refinery. This process involves the shutdown and inspection of major processing units and typically occurs every three to seven years, depending on unit type.
ULSD			Ultra-low sulfur diesel.
USGS			United States Geological Survey.
VGO			Vacuum gas oil.
WCS			Western Canadian Select.
WTI			West Texas Intermediate crude oil, a light, sweet crude oil, typically characterized by an API gravity between 38 degrees and 40 degrees and a sulfur content of approximately 0.3% by weight that is used as a benchmark for other crude oils.
yield			The percentage of refined products that is produced from crude oil and other feedstocks, net of fuel used as energy.

PART I

Item 1. BUSINESS

OVERVIEW

Par Pacific Holdings, Inc., headquartered in Houston, Texas, is a growth-oriented energy company providing both renewable and conventional fuels to the western United States.

Our business is organized into three primary segments:

1) Refining - We own and operate four refineries with total operating crude oil throughput capacity of 219 Mbpd. 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 an 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 December 31, ~~2024~~2025, we owned a 46% equity investment in Laramie Energy, LLC (“Laramie Energy”), an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. As of December 31, ~~2024~~2025, through the Billings Acquisition (as defined in “Note 56—Acquisitions” under Item 8 of this Annual Report on Form 10-K), we own a 65% and a 40% equity investment in Yellowstone Energy Limited Partnership (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively. As of December 31, 2025, we also held a 63.5% ownership interest in Hawaii Renewables, LLC (“Hawaii Renewables”).

Our Corporate and Other reportable segment primarily includes general and administrative costs. Please read “Note 2324—Segment Information” to our consolidated financial statements under Item 8 of this Form 10-K for detailed information on our operating results by segment.

Macroeconomic Factors Affecting Our Business

U.S. and Global Inflationary Factors. Energy prices are, among other factors, indicators of inflation, and the U.S. Federal Reserve (the “Fed”) has taken significant steps to curb inflation. After aggressively raising interest rates in ~~2022 and~~ early 2023 to bring down inflation, the Fed cut interest rates in 2024 and 2025 in response to positive indicators of economic growth, including easing labor market conditions and lower inflation. Interest rates decreased to a range of 43.2550% to 43.5075% in December ~~2024~~2025 from 54.25% to 54.50% in December ~~2023~~2024. Crude oil ~~pricing~~prices decreased in ~~2024~~2025 compared to ~~2023~~2024. Brent crude oil ~~pricing~~prices averaged $7968.8619 per barrel in ~~2024~~2025 compared to $8279.1786 per barrel in ~~2023~~2024. The U.S. retail price for regular-grade gasoline averaged $3.3010 per gallon in ~~2024~~2025 compared to $3.5230 per gallon in ~~2023~~2024. This decline was due, in part, to lower crude oil prices in ~~2024~~2025 compared to ~~2023~~2024, as noted above~~, as well as lower global demand primarily driven by decreased demand in China~~. The ~~International~~decrease ~~Energy~~in ~~Agency~~crude ~~(“IEA”)~~prices ~~revised its forecast~~ in ~~its February~~ 2025 ~~Oil~~was ~~Market~~primarily ~~Report,~~due ~~which~~to ~~projected~~increased ~~higher~~ global oil ~~demand~~inventories indriven ~~2025~~by ~~citing~~increased ~~China,~~production ~~India,~~by ~~and~~the ~~other~~Organization ~~emerging~~of ~~Asian~~the ~~economies~~Petroleum asExporting Countries (“OPEC”) in the ~~primary~~second ~~sources~~half of ~~growth~~2025.

Geopolitical Conflicts. Given the nature of our operations, including sourcing crude oil and feedstocks, geopolitical conflicts may affect our business and results of operations. The Russia-Ukraine war, the Israel-Palestine conflict, the political activity in Venezuela, Houthi-related ~~attacks~~disruptions in the Red Sea, and ~~Iranian~~tensions ~~activities~~involving inIran and the Strait of Hormuz have all continued to disrupt global trade patterns, increase crude oil price volatility, and, at times, increase freight costs and delivery times. ~~The~~Sanctions, ~~overall~~price ~~effect~~caps, ofand ~~these~~related ~~conflicts~~restrictions on Russian crude oil and ~~actions~~petroleum ~~taken~~products, toas ~~limit~~well ~~the~~as ~~purchase~~evolving ofU.S. ~~Russian~~sanctions and licensing regimes affecting Venezuela’s petroleum ~~products~~sector, inhave ~~response~~further toreshaped ~~the~~crude ~~Russia-Ukraine~~and ~~war~~refined ~~have~~product ~~raised~~trade patterns, which may indirectly affect our business through changes in the ~~operating~~availability ~~costs~~and pricing of ~~many~~crude ~~European~~oil and ~~other~~feedstocks, ~~refineries.~~

~~Condition~~ and ~~Results~~increased ofvolatility ~~Operations~~in —refining ~~Overview”~~margins. ~~for~~Further ~~further~~escalation, ~~discussion~~renewed ofmaritime ~~the risks~~disruptions, ~~uncertainties,~~or ~~and~~additional ~~actions~~sanctions wecould ~~have~~adversely ~~taken~~affect inour ~~response~~supply toeconomics, ~~the~~operating ~~conditions~~costs, ~~noted above~~ and ~~the~~results ~~resulting~~of ~~economic impacts~~operations.

Tariffs. Effective August 1, 2025, the U.S. adopted new and increased tariffs on countries and specific goods, subject to evolving exemptions. In October 2025, the U.S. government announced a series of new and expanded tariffs on imports from China and other countries, including a 100% tariff on certain categories of goods and increased duties. On November 1, 2025, the U.S. government announced a deal with China that retained heightened reciprocal tariffs and suspended (retaining a 10% baseline) and reduced certain China-specific tariffs, effective November 10, 2025. Separately, previously announced tariffs on imports from other countries went into effect on November 1, 2025. In January 2026, the U.S. government announced that an additional 25% tariff would be imposed on countries purchasing Iranian oil. On February 20, 2026, the U.S Supreme Court ruled that the International Emergency Powers Act (“IEEPA”) does not authorize presidential tariff actions and invalidated prior IEEPA-based global duties. In response, the U.S. government imposed a temporary 10% global tariff under Section 122 of the Trade Act of 1974 that was increased to 15% prior to becoming effective on February 24, 2026. Those policies, along with retaliatory actions by some trading partners, increased US-China trade tensions, and ongoing negotiations around trade policy, have led to increased volatility, upward pressure on prices of a wide range of goods, and unpredictability for global trade.

We continue to actively monitor the impact of these and other global situations on our people, operations, financial condition, liquidity, suppliers, customers, and industry, and are actively responding to the impacts that these matters have on our business. Please read “Item 1A. — Risk Factors” and “Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview” for further discussion of the risks, uncertainties, and actions we have taken in response to the conditions noted above and the resulting economic impacts.

Corporate Information

Our common stock is listed and trades on the New York Stock Exchange (the “NYSE”) under the ticker symbol “PARR.” Effective November 5, 2025, our common stock is dual listed on NYSE Texas. The NYSE will remain our primary exchange, and we will continue to trade under the ticker symbol “PARR” on both exchanges. Our principal executive office is located at 825 Town & Country Lane, Suite 1500, Houston, Texas 77024 and our telephone number is (281) 899-4800. Throughout this Annual Report on Form 10-K, the terms “Par,” the “Company,” “we,” “our,” and “us” refer to Par Pacific Holdings, Inc. and its consolidated subsidiaries unless the context suggests otherwise.

Available Information

Our website address is www.parpacific.com. Information contained on our website is not part of this Annual Report on Form 10-K. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any other materials filed with, or furnished to, the U.S. Securities and Exchange Commission (“SEC”) by us are available on our website (under “Investors”) free of charge, as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. Alternatively, you may access these reports at the SEC’s website at www.sec.gov. Also available on our website are copies of our Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Executive Committee Charter, Operations and Technology Committee Charter and Code of Business Conduct and Ethics, Our Code of Business Conduct and Ethics applies to all of our officers, employees and directors, including our principal executive officer, principal financial officer and principal accounting officer.

OPERATING SEGMENTS

Refining

We own and operate refineries in Hawaii, Wyoming, Washington, and Montana, with total operating crude oil throughput capacity of 219 Mbpd. During the year ended December 31, ~~2024~~2025, our refineries processed ~~186~~187.78 Mbpd of crude oil and sold 199.91 Mbpd of refined products.

Our refineries consist of various units, including crude oil distillation, vacuum distillation, hydrocracking, catalytic reforming, naphtha hydrotreating, diesel hydrotreating, fluidized catalytic cracking, alkylation, and isomerizing units. Our refineries process a variety of condensate and light and heavy crude oils purchased from domestic and foreign suppliers to produce LPG, naphtha, gasoline, jet fuel, ULSD, marine fuel, LSFO, HSFO, asphalt, and other associated refined products.

Our refineries are connected with each other and with the communities we serve via pipelines, terminals, tankers, and other transportation mechanisms. These various forms of transportation allow the movement of crude oil, various feedstocks, and a variety of refined products from our suppliers to our refineries, among our refineries, and from our refineries to our customers. Please read our Logistics segment discussion below for additional information.

and a variety of refined products from our suppliers to our refineries, among our refineries, and from our refineries to our customers. Please read our Logistics segment discussion below for additional information.

Descriptions of our refineries and their capacities are below.

Hawaii Refinery. Our Hawaii refinery is located in Kapolei, Hawaii, on the island of Oahu, and is rated at 94 Mbpd of Crude unit operating throughput capacity. The Hawaii refinery’s major processing units produce LPG, naphtha, gasoline, jet fuel, ULSD, marine fuel, LSFO, HSFO, asphalt, and other associated refined products. We believe the configuration of our Hawaii refinery uniquely fits the demands of the Hawaii market.

Prior to 2025, the 3-1-2 Singapore Crack Spread was the most representative market indicator for our Hawaii operations, which was computed by taking one barrel of gasoline and two barrels of distillates (diesel and jet fuel) from three barrels of Brent crude oils. Beginning in 2025, we established the Hawaii Index as a new benchmark for our Hawaii operations. We believe the Hawaii Index, which incorporates market cracks and landed crude oil differentials, better reflects the key drivers impacting our Hawaii refinery’s financial performance compared to prior reported market indices. The Hawaii Index is calculated as the Singapore 3.1.2 Product Crack, which is made up of the same components as the 3-1-2 Singapore Crack Spread, less the Par Hawaii Refining, LLC (“PHR”) crude differential.

Montana Refinery. Our Montana refinery is located along the Yellowstone River just outside Billings, Montana, and is rated at 63 Mbpd throughput capacity. The Montana refinery is a high-conversion, complex facility that processes low-cost Western Canadian and regional Rocky Mountain crude oil to produce gasoline, distillate, asphalt, and other products to serve the Rocky Mountain region. Our Montana refinery assets include a 65% interest in YELP, which owns an adjacent co-generation facility.

Prior to 2025, the RVO Adjusted USGC 3-2-1 Index was the most representative market indicator for our operations in Billings, Montana, which was computed by taking three barrels of WTI crude oil and converting them into two barrels of USGC gasoline and one barrel of USGC ULSD, less 100% of the RVO cost. Beginning in 2025, we established the Montana Index as a new benchmark for our Montana refinery. We believe the Montana Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Montana refinery’s financial performance compared to prior reported market indices. Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Montana refinery’s refined product sales price compared to prior reported market indices. The Montana Index is calculated as the Montana 6.3.2.1 Product Crack less Montana crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense, taxes and tariffs, and product discounts. The Montana 6.3.2.1 Product Crack is calculated by taking three parts gasoline (Billings E10 and Spokane E10), two parts distillate (Billings ULSD and Spokane ULSD), and one part asphalt (Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. Asphalt pricing is lagged by one month. The Montana crude cost is calculated as 60% WCS differential to WTI, 20% MSW differential to WTI, and 20% Syncrude differential to WTI. The Montana crude cost is lagged by three months and includes an inflation adjusted crude delivery cost. Other costs of sales and crude delivery costs are based on historical averages and management estimates.

Index as a new benchmark for our Montana refinery. We believe the Montana Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Montana refinery’s financial performance compared to prior reported market indices. Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Montana refinery’s refined product sales price compared to prior reported market indices. The Montana Index is calculated as the Montana 6.3.2.1 Product Crack less Montana crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense, taxes and tariffs, and product discounts. The Montana 6.3.2.1 Product Crack is calculated by taking three parts gasoline (Billings E10 and Spokane E10), two parts distillate (Billings ULSD and Spokane ULSD), and one part asphalt (Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. Asphalt pricing is lagged by one month. The Montana crude cost is calculated as 60% WCS differential to WTI, 20% MSW differential to WTI, and 20% Syncrude differential to WTI. The Montana crude cost is lagged by three months and includes an inflation adjusted crude delivery cost. Other costs of sales and crude delivery costs are based on historical averages and management estimates.

Washington Refinery. Our Washington refinery is located in Tacoma, Washington, and is rated at 42 Mbpd throughput capacity. The Washington refinery’s major processing units produce ULSD, jet fuel, gasoline, asphalt, and other associated refined products that are primarily marketed in the Pacific Northwest (“PNW”).

Prior to 2025, the RVO Adjusted Pacific Northwest 3-1-1-1 Index was the most representative market indicator for our operations in Tacoma, Washington, which was computed by taking one part gasoline (PNW sub-octane), one part distillate (PNW ULSD), and one part VGO (USGC VGO) as created from three barrels of WTI Crude, less 100% of the RVO cost for gasoline and distillate. Beginning in 2025, we established the Washington Index as a new benchmark for our Washington refinery. We believe the Washington Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Washington refinery’s financial performance compared to prior reported market indices. Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Washington refinery’s refined product sales price compared to prior reported market indices. The Washington Index is calculated as the Washington 3.1.1.1 Product Crack, less Washington crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense and state and local taxes. The Washington 3.1.1.1 Product Crack is calculated by taking one part gasoline (Tacoma E10), one part distillate (Tacoma ULSD) and one part secondary products (USGC VGO and Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. Asphalt pricing is lagged by one month. The Washington crude cost is calculated as 67% Bakken Williston differential to WTI and 33% WCS Hardisty differential to WTI. The Washington crude ~~cost is lagged by one month and includes an inflation adjusted crude delivery cost. Other costs of sales and crude delivery costs are based on historical averages and management’s estimates.~~

cost is lagged by one month and includes an inflation adjusted crude delivery cost. Other costs of sales and crude delivery costs are based on historical averages and management’s estimates.

In January 2024, our Washington refinery was awarded the U.S. Environmental Protection Agency’s (“EPA”) ENERGY STAR certification, indicating the refinery performs in the top 25% of similar facilities nationwide for energy efficiency and meets strict energy efficiency performance levels set by the EPA.

Wyoming Refinery. Our Wyoming refinery is located in Newcastle, Wyoming, and is rated at 20 Mbpd throughput capacity. The Wyoming refinery’s major processing units produce gasoline, ULSD, jet fuel, and other associated refined products.

Prior to 2025, the RVO Adjusted USGC 3-2-1 Index was the most representative market indicator for our operations in Wyoming. Beginning in 2025, we established the Wyoming Index as a new benchmark for our Wyoming refinery. We believe the Wyoming Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Wyoming refinery’s financial performance compared to prior reported market indices. Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Wyoming refinery’s refined product sales price compared to prior reported market indices. The Wyoming Index is calculated as the Wyoming 2.1.1 Product Crack, less Wyoming crude costs, less other cost of sales, including inflation adjusted product delivery costs and yield loss expense, based on historical averages and management estimates. The Wyoming 2.1.1 Product Crack is calculated by taking one part gasoline (Rockies gasoline) and one part distillate (USGC ULSD and USGC Jet) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. The Wyoming crude cost is calculated as the Bakken Guernsey differential to WTI on a one-month lag.

In January 2024, our Wyoming refinery was also awarded the EPA’s ENERGY STAR certification.

Crude Oil Supply

We source our crude oil feedstock from North America, Asia, Latin America, Africa, the Middle East, and other sources. Effective March 3, 2022, we suspended purchases of Russian crude oil as a response to the Russia-Ukraine ~~conflict~~war.

Competition

All facets of the energy industry are highly competitive. Our competitors include major integrated, national, and independent energy companies. Many of these competitors have greater financial and technical resources and staff which may allow them to better withstand and react to changing and adverse market conditions. In addition, the energy industry is subject to global economic and political factors and changing governmental regulations. Our operating results are affected by changes in pricing for crude oil, feedstocks, and natural gas, as well as changes in the markets that we serve. All our refineries’ product slates are tailored to meet local demand. In the continental U.S., our refined products typically serve areas ranging from Washington state to the Dakotas and Wyoming.

Our refining business sources and obtains all of our crude oil from third-party sources and competes globally for crude oil and feedstocks.

Retail

The retail segment includes locations in Hawaii, Washington, and Idaho where we set the price to the retail consumer. Certain of our Hawaii locations and all of the Washington and Idaho locations are operated by our personnel and include various sizes of convenience stores, ~~snack shops,~~ and kiosks. The remaining locations in Hawaii are cardlocks or sites operated by third parties where we retain ownership of the fuel and set retail pricing.

As of December 31, ~~2024~~2025, our company-operated convenience stores with fuel in Hawaii are branded “Hele,” our proprietary brand. Additionally, some of our partner sites operate under our proprietary Hele fuel brand. We also hold exclusive licenses within the state of Hawaii to utilize the “76” brand for retail locations. The “76” license agreement expires October 31, 2031, unless extended by mutual agreement. Since its launch in 2016, the Hele brand has won several awards for being the preferred fuel choice for Hawaii customers. We operate convenience stores at all of our retail fuel outlets in Washington and Idaho. We use our proprietary “nomnom” brand at both the fueling facilities and stores. Our cardlock locations on Kauai are branded Kauai Automated Fuels (“KAF”).

We operate convenience stores at all of our retail fuel outlets in Washington and Idaho. We use our proprietary “nomnom” brand at both the fueling facilities and stores. Our current store count includes the acquisition and rebranding of three convenience store locations in Washington acquired on December 2, 2022. Additionally, we opened a new to industry site in a growth area of Spokane, Washington, on September 25, 2023. 4

Competition

Competitive factors that affect our retail performance include product price, station appearance, location, customer service, and brand awareness. Our Hawaii competitors include the Shell, Texaco, Costco, Safeway, and Sam’s Club national brands, regional brand Aloha, and other local retailers. Competitors of our Pacific Northwest retail assets include the Chevron, Exxon, Conoco, Safeway, and Costco national brands, regional brands such as Maverik, Holiday, and Fred Meyer, and other local retail brands.

Logistics

Our logistics segment generates revenues by charging fees for transporting crude oil to our refineries, delivering refined products to wholesale and bulk customers and to our retail business, and storing crude oil and refined products. Substantially all of our revenues from our logistics segment represent intercompany transactions that are eliminated in consolidation.

Hawaii Logistics

Our logistics network extends throughout the State of Hawaii. On Oahu, the system begins with our SPM located 1.7 miles offshore of our Hawaii refinery. This SPM allows for the safe, reliable, and efficient receipt of crude oil shipments to the Hawaii refinery, as well as both the receipt and export of finished products. Connecting the SPM to the Hawaii refinery are three undersea pipelines, two for the import or export of refined products and one for crude oil. We also have an on-shore pipeline manifold which allows for crude oil to be transferred between the Hawaii refinery and the IES Downstream, LLC (“IES”) storage facility located approximately 2 miles away. From the Hawaii refinery, we distribute refined products through our logistics network of pipelines, trucks, leased barges, terminals, and storage facilities throughout the islands of Oahu, Maui, Hawaii, Molokai, and Kauai and for export to the U.S. West Coast and Asia.

Montana Logistics

On June 1, 2023, we purchased distribution and logistics assets in the upper Rockies region, including the wholly owned Silvertip Pipeline, a 40% interest in the Yellowstone refined products pipeline, and four wholly owned and three joint venture refined product terminals located in Montana and Washington. Our Montana logistics network services the PADD IV and V regions.

Washington Logistics

Our Washington logistics network includes storage capacity, a proprietary jet fuel pipeline that serves Joint Base Lewis McChord, a marine terminal with waterfront property, a unit train-capable rail loading terminal, a manifest rail siding, including asphalt, butane, biodiesel loading and unloading facilities, and a truck rack. These assets provide connectivity to Bakken, Canadian, and Alaskan crude oil, renewable fuels, and the Pacific, West Coast, Pacific Northwest, and Rockies product markets.

Wyoming Logistics

Our Wyoming logistics network includes crude storage tanks and a crude oil pipeline that provides us access to crude oil from the Powder River Basin. This network also includes a refined products pipeline that transports product from our Wyoming refinery to a common carrier with access to Rapid City, South Dakota.

The logistics network in Wyoming includes crude oil and refined product storage capacity, loading racks, and a rail siding at the refinery site. We also own and operate a jet fuel storage facility and pipeline that serve Ellsworth Air Force Base in South Dakota.

Markets

Hawaii Market

Hawaii ~~is largely dependent on the visitor industry which impacts the state~~’s ~~fuel~~major ~~consumption,~~economic ~~particularly~~indicators ~~jet~~improved ~~fuel.~~overall ~~The~~during ~~state~~the ~~experienced~~nine amonths ~~projected~~ended ~~overall~~September ~~decrease~~30, ~~of 0~~2025.6% inFor ~~visitor~~that ~~arrivals in 2024~~period, ~~according to~~ the ~~Hawaii~~total ~~Department~~number of ~~Business,~~visitors ~~Economic~~arriving ~~Development~~by ~~and~~air ~~Tourism~~to ~~(“DBEDT”). However,~~ Hawaii ~~expects~~increased to0.5% ~~see~~and ~~an increase in~~ visitor ~~arrivals~~expenditures inincreased ~~2025, as the Japanese visitor market begins to recover. A full recovery is not expected until 2027, when 10.~~4 ~~million visitors are projected~~.9% ~~Visitor~~as ~~spending~~compared ~~is projected~~ to bethe ~~$20.6~~same ~~billion~~period in 2024~~, and is expected to increase to $23~~.~~2 billion by 2027.~~

In ~~2024,~~ the ~~construction~~first ~~industry~~half ~~was~~of ~~the~~2025, ~~largest~~jobs ~~contributor~~in to the ~~economy~~construction ~~and~~sector ~~job~~increased ~~growth~~2.6% ~~According~~compared to ~~DBEDT, Hawaii’s construction industry has been growing continuously over~~ the ~~past~~first ~~decade~~half ~~and the total value~~ of ~~construction,~~2024. asThe ~~measured by the~~ contracting tax base, ~~reached~~increased ~~$11~~12.87% ~~billion~~ in ~~2023. During~~ the first half of ~~2024,~~2025 ~~the~~compared ~~contracting~~to ~~tax base totaled $6.5 billion or a 14.8% increase from~~ the same period in ~~2023~~2024. Government contracts

Construction payroll jobs reached 43,300 in October 2024, a historic record high level for Hawaii. Based on DBEDT’s analysis, the value of private building permits increased 28.6% during the first 10 months of 2024. A total of $9.8 billion in government contracts were awarded in calendar years 2022, and 2023, and these awards are projected to have a lasting, positive impact for several years. Private residential and government construction is expected to lead construction activity in 2025 and be one of the main drivers for economic growth in the next few years.

The statewide unemployment rate was 3% for the first 10 months of 2024, which put Hawaii at the eighth lowest in the nation. Hawaii unemployment has been below the U.S. national average since July 2021, and, in October 2024, Hawaii’s unemployment rate was 1% lower than the national average.

Mainland Markets

Spokane, Washington, and Northwest Idaho are the primary regions of our Pacific Northwest retail operations and are enjoying significantly higher population growth rates than the country as a whole. The U.S. Census Bureau noted that the population increased 3.3% in Washington and 8.8% in Idaho from 2020 to 2024 versus a national increase of only 2.6%. Spokane is a regional hub in eastern Washington, with a population of over a half million and a variety of employers in health care, retail, and other industries. According to the Spokane City Department of Economic Development, the unemployment rate

~~was~~awarded 4during the nine months ended of 2025 decreased 56.86% ~~through~~compared ~~July~~to the same period in 2024,. Labor market conditions in the first half of 2025 were positive. The civilian labor force increased 1.5% as compared to the first half of 2024 and civilian employment increased 1.6%. The unemployment rate (not seasonally adjusted) was 2.7% in the ~~average~~first ~~annual~~half of 2025, a decrease of 0.2% from the first half of 2024. Non-agricultural wage ~~was~~and ~~$62~~salary ~~thousand~~jobs increased 2.1% from the first half of 2024. Overall, personal income in Hawaii increased 5.8% in the ~~fourth~~first ~~quarter~~half of ~~2023~~2025 as compared the same period in ~~positions~~2024. ~~covered~~Our byretail ~~unemployment~~stores ~~insurance~~are not located in high-tourism areas and primarily serve local residents; accordingly, the impact of tourism on our retail business is indirect and primarily reflects employment and economic activity associated with the visitor industry.

AMainland significant portion of the products produced by our Washington refinery stay within the Puget Sound region. Washington is one of the fastest growing states in the nation, and most of this growth is occurring in the Puget Sound area due to large technology and information industry companies. According to the U.S. Bureau of Economic Analysis (the “BEA”), gross domestic product (“GDP”) for the State of Washington grew by 5.1% from 2023 to 2024 based on seasonally adjusted preliminary third quarter 2024 data.Markets

~~The~~Spokane, ~~primary~~Washington, ~~market~~and ~~for~~Northwest ~~our~~Idaho ~~Wyoming~~are ~~refined products is~~ the ~~Black~~primary ~~Hills~~regions ~~Region~~of inour ~~South~~Pacific ~~Dakota,~~Northwest ~~driven~~retail ~~largely~~operations ~~by Pennington, Lawrence,~~ and ~~Meade~~are ~~counties,~~enjoying ~~which~~significantly ~~represents~~higher ~~nearly~~population ~~half~~growth ofrates than the ~~state’s~~country ~~taxable~~as ~~tourism~~a ~~sales~~whole. ~~According~~The ~~to the~~ U.S. Census Bureau, ~~the~~noted ~~population~~that ~~in Pennington County,~~ the ~~state’s~~population ~~second largest county,~~ increased ~~by 8~~3.28% ~~from~~in ~~2010~~Washington toand ~~2020 compared to 7~~10.4% ~~nationally~~in ~~over~~Idaho ~~the~~from ~~same~~2020 ~~period.~~to ~~Demand~~2025 ~~for~~versus ~~gasoline is highly seasonal, with~~ a ~~large~~national increase inof ~~demand~~only ~~during the summer driving season~~3.1%. ~~The~~Spokane ~~South~~is ~~Dakota~~a ~~economy~~regional ishub ~~anchored~~in byeastern ~~tourism~~Washington, ~~including~~with ~~visitors~~a topopulation ~~Mount~~of ~~Rushmore~~over ~~and~~a ~~the~~half ~~Black~~million ~~Hills,~~and asa ~~well~~variety asof ~~government~~employers ~~and~~in health care, ~~spending. According to the South Dakota Department of Tourism~~retail, ~~visitor~~and ~~spending~~other ~~increased in 2024~~industries. ~~South~~According ~~Dakota~~to ~~welcomed 14.9 million visitors for~~ the ~~year, resulting in visitor spending of approximately $5~~U.1S. ~~billion~~Labor ~~in 2024~~Bureau, anthe ~~increase~~average ofunemployment ~~2.8%~~rate ~~compared~~was ~~to 2023, due to a 5~~4.4% ~~increase~~as ~~driven~~of bySeptember ~~short-term~~2025, ~~rental~~and ~~price~~the ~~and~~average ~~demand~~annual ~~increases.~~wage ~~Additionally,~~was $~~1.1~~68 ~~billion,~~thousand oras ~~21%,~~ of ~~tourism~~June ~~dollars~~2025 ~~were spent on transportation services~~ in ~~2024,~~positions acovered ~~decrease of 1% compared to 2023, due to decline in gas prices as most visitors arrive~~ by ~~car~~unemployment insurance.

A significant portion of the products produced by our Washington refinery stay within the Puget Sound region. Washington is one of the fastest growing states in the nation, and most of this growth is occurring in the Puget Sound area due to large technology and information industry companies. According to the U.S. Bureau of Economic Analysis (the “BEA”), gross domestic product (“GDP”) for the State of Washington grew by 2.5% from 2024 to 2025 based on seasonally adjusted preliminary third quarter 2025 data.

The primary market for our Wyoming refined products is the Black Hills Region in South Dakota, driven largely by Pennington, Lawrence, and Meade counties, which represents nearly half of the state’s taxable tourism sales. According to the U.S. Census Bureau, the population in Pennington County, the state’s second largest county, increased by 6.2% from 2020 to 2024 compared to 2.6% nationally over the same period. Demand for gasoline is highly seasonal, with a large increase in demand during the summer driving season. The South Dakota economy is anchored by tourism, including visitors to Mount Rushmore and the Black Hills, as well as government and health care spending. According to the South Dakota Department of Tourism, visitor spending increased in 2025. South Dakota welcomed 15.0 million visitors for the year, resulting in visitor spending of approximately $5.2 billion in 2025, an increase of 1.1% compared to 2024, due to increased spending for recreation, food and beverage, and lodging. Additionally, $1.1 billion, or 21%, of tourism dollars was spent on transportation services in 2025, a decrease of 1.3% compared to 2024.

A significant portion of the products produced by our Montana refinery serve a robust economy that includes the states of Montana, Wyoming, Colorado, Idaho, Utah, eastern Washington, and the Dakotas. The business is operated as an integrated fuels value chain, deriving value along the entire chain from the sourcing of crude oil to refining, distributing, and marketing of fuels to our customers. The Montana refinery complements the markets served by our Washington and Wyoming refineries by benefiting from the growth of the Pacific Northwest and strong seasonal demand in the Rockies and surrounding areas.

In addition to supplying the Rocky Mountain and Pacific Northwest markets with transportation fuels, our Montana refinery also supplies asphalt to customers throughout the United States, giving the refinery a strategic advantage in its ability to process heavy, sour crude oils. Our crude processing flexibility allows us to maintain a diverse product offering, including jet fuel, gasoline, diesel and asphalt, through a robust network of both proprietary and third-party terminals. This, along with the ability to deliver product via various transportation modes (e.g. pipeline, truck, rail), enables convenient supply options for our customers.

OTHER OPERATIONS

Laramie Energy

As of December 31, ~~2024~~2025, we owned a 46% equity investment in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. Effective February 21, 2023, we resumed the application of the equity method of accounting with respect to our investment in Laramie Energy, which was previously reduced to a book value of zero. The balance of our investment in Laramie Energy was $1235.58 million as of December 31, ~~2024~~2025. Please read “Note 4—Investment in Laramie Energy” to our consolidated financial statements under Item 8 of this Form 10-K for further information.

Other Investments

As noted in the Refining and Logistics discussions above, as of December 31, ~~2024~~2025, through the Billings Acquisition, we own a 65% and a 40% equity investment in YELP and YPLC, respectively. As of December 31, 2025, we also hold a 63.5% ownership interest in Hawaii Renewables. Please read “Note 3—Refining and Logistics Equity Investments” and “Note 5—Joint Venture” to our consolidated financial statements under Item 8 of this Form 10-K for further information.

ENVIRONMENTAL REGULATIONS

General

Our activities are subject to existing federal, state, and local laws and regulations governing environmental quality and pollution control. Although no assurances can be made, we believe that, absent the occurrence of an extraordinary event, compliance with existing federal, state, and local laws, regulations, and rules regulating the release of materials in the environment or otherwise relating to the protection of human health, safety, and the environment will not have a material effect upon our capital expenditures, earnings, or competitive position with respect to our existing assets and operations. We cannot predict what effect additional regulation or legislation, enforcement policies, and claims for damages to property, employees, other persons, and the environment resulting from our operations could have on our activities.

predict what effect additional regulation or legislation, enforcement policies, and claims for damages to property, employees, other persons, and the environment resulting from our operations could have on our activities.

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. We intend to respond in a timely manner to all such communications and to take appropriate corrective action. 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.

Refining activities

Like other petroleum refiners, our operations are subject to extensive and evolving federal and state environmental 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. Our policy is to accrue environmental and clean-up related costs of a non-capital nature when it is probable that a liability has been incurred and the amount can be reasonably estimated. Such estimates may be subject to revision in the future as regulations and other conditions change.

Climate Change and Regulation of Greenhouse Gases

According to many scientific studies, emissions of CO2, methane, NOX, and other gases commonly known as greenhouse gases (“GHGs”) are contributing to global warming of the earth’s atmosphere and to global climate change. In response to the scientific studies, legislative and regulatory initiatives have been underway to limit GHG emissions. The U.S. Supreme Court determined that GHG emissions fall within the federal Clean Air Act (“CAA”) definition of an “air pollutant.” In response, the U.S. Environmental Protection Agency (“EPA”) promulgated an endangerment finding, paving the way for regulation of GHG emissions under the CAA. The EPA has now begun regulating GHG under the CAA. New construction or material expansions that meet certain GHG emissions thresholds will likely require that, among other things, a GHG permit be issued in accordance with the federal CAA regulations, and we will be required, in connection with such permitting, to undertake a technology review to determine appropriate controls to be implemented with the project in order to reduce GHG emissions. Based on current company operations, however, our existing refining activities are not subject to current federal GHG permitting requirements.

The EPA has also promulgated rules requiring large sources to report their GHG emissions. Reports are being made in connection with our refining business. Sources subject to these reporting requirements also include on and offshore petroleum and natural gas production and onshore natural gas processing and distribution facilities that emit 25,000 metric tons or more of CO2 equivalent per year in aggregate emissions from all site sources.

In 2007, the State of Hawaii passed Act 234, which required that GHG emissions be rolled back on a statewide basis to 1990 levels by the year 2020. In June of 2014, the Hawaii Department of Health (“DOH”) adopted regulations that require each major facility to reduce CO2 emissions by 16% by 2020 relative to a calendar year 2010 baseline (the first year in which GHG emissions were reported to the EPA under 40 CFR Part 98). The GHG rules include an alternative for facilities to demonstrate that further GHG reductions are not economically viable and an additional provision that authorized the DOH to issue a waiver if GHGs are being effectively controlled as a consequence of other state initiatives and regulations such as the Renewable Portfolio Standard. The Hawaii GHG regulation allows for “partnering” with other facilities that have or are expected to make more significant CO2/GHG reductions. Accordingly, our Par East and Par West Hawaii refineries submitted a GHG reduction plan and a permit application that incorporated the partnering provisions. The DOH issued a GHG permit, which caps GHG emissions from both refineries at 904,945 metric tons per year which (as required by regulation) is 16% below the combined facility GHG emission levels of 2010. Since ceasing refining operations at the Par West facility in 2020, our annual emissions are well below the GHG emissions cap.

The State of Washington and its political subdivisions passed several climate-focused laws in 2021 that are relevant to our operations within the state. These include a low-carbon fuel standard (“LCFS”) designed to reduce the carbon intensity of transportation fuels by twenty percent by 2038 and a “cap and trade”-style program for GHG emissions covering industrial facilities and transportation fuels starting in 2023. The Washington Department of Ecology (“WDOE”) issued final rules implementing the LCFS effective on January 1, 2023, and requirements are now in effect and will gradually reduce the carbon intensity of fuels sold in the state over time by annually lowering that limit. The WDOE has also issued final rules with respect to the “cap and trade”-style program with an effective date of November 1, 2022, with credit allocations and auctions commencing during 2023. These programs have required us to take additional action to meet the standards set under the aforementioned laws, however this activity did not have a material impact on earnings in 2023 or 2024. Both programs involve

~~gradual~~Portfolio ~~tightening~~Standard. ofThe ~~standards~~Hawaii ~~over~~GHG ~~time~~regulation ~~which~~allows ~~will~~for ~~likely~~“partnering” ~~require~~with usother facilities that have or are expected to ~~take~~make ~~additional~~more ~~actions~~significant orCO2/GHG ~~credit~~reductions. ~~purchases~~Accordingly, ~~some~~our ofPar ~~which~~East ~~may~~and ~~eventually~~Par beWest ~~material.~~Hawaii ~~Both~~refineries ~~programs~~submitted ~~are~~a ~~likely~~GHG toreduction ~~reduce~~plan ~~transportation~~and ~~fuel~~a ~~demand~~permit application that incorporated the partnering provisions. InThe ~~addition~~DOH toissued ~~action~~a byGHG ~~the~~permit, ~~State~~which caps GHG emissions from both refineries at 904,945 onmetric ~~November~~tons per year which (as required by regulation) is 16,% ~~2021,~~below the ~~Tacoma~~combined ~~City~~facility ~~Council~~GHG ~~adopted~~emission ~~its~~levels ~~Tideflats~~of ~~and~~2010. ~~Industrial~~Since ~~Land~~ceasing ~~Use~~refining ~~Regulations,~~operations ~~which~~at ~~prohibits~~the ~~new~~Par ~~petroleum~~West ~~storage~~facility ~~and~~in ~~allows~~2020, ~~for~~our ~~only~~annual ~~limited~~emissions ~~additions~~are ofwell ~~clean~~below ~~fuel~~the ~~infrastructure.~~GHG emissions cap.

The State of Washington and its political subdivisions passed several climate-focused laws in 2021 that are relevant to our operations within the state. These include a low-carbon fuel standard (“LCFS”) designed to reduce the carbon intensity of transportation fuels by twenty percent by 2038 and a “cap and trade”-style program for GHG emissions covering industrial facilities and transportation fuels starting in 2023. The Washington Department of Ecology (“WDOE”) issued final rules implementing the LCFS effective on January 1, 2023, and requirements are now in effect and will gradually reduce the carbon intensity of fuels sold in the state over time by annually lowering that limit. The WDOE has also issued final rules with respect to the “cap and trade”-style program with an effective date of November 1, 2022, with credit allocations and auctions commencing during 2023. These programs have required us to take additional action to meet the standards set under the aforementioned laws. Both programs involve gradual tightening of standards over time which will likely require us to take additional actions or credit purchases, some of which may eventually be material. Both programs are likely to reduce transportation fuel demand. In addition to action by the State, on November 16, 2021, the Tacoma City Council adopted its Tideflats and Industrial Land Use Regulations, which prohibits new petroleum storage and allows for only limited additions of clean fuel infrastructure.

Additional regulatory, legislative, and judicial developments are likely to occur in the future. Such developments may affect how these GHG initiatives will impact us. They may also impact the use of and demand for petroleum products, which could impact our business. Further, apart from these developments, tort claims alleging property damage against GHG emissions sources may be asserted. Due to the uncertainties surrounding the regulation of and other risks associated with GHG emissions, we cannot predict the financial impact of related developments on us.

National Ambient Air Quality Standards

The EPA has adopted a number of more stringent National Ambient Air Quality Standards (“NAAQS”). States are required to develop State Implementation Plans and ultimately local air districts are required to adopt rules designed to improve air quality over time. More stringent air pollutant standards and corresponding rules have already impacted and will continue to cause many refineries to invest heavily in additional air pollution controls. Thus far, Hawaii air quality, particularly on Oahu where our Hawaii refinery is located, has met even the most recent NAAQS, and the Hawaii refinery has not been required to install new controls as result of local rules. Even so, NAAQS could and, to a degree, have already forced some changes for our customer base. Power plants on the Big Island, where SO2 levels are already elevated due to volcanic activity, are switching from LSFO to diesel fuel. On Oahu, the state’s largest utility frequently cites compliance with NAAQS as one of its justifications for moving towards a cleaner bridge fuel before reaching its renewable goals. On October 1, 2015, the EPA adopted rules, which were reaffirmed in December 2020, that substantially tightened the NAAQS for ground-level ozone. These rules are causing many areas of the country to develop requirements for additional controls and limits on combustion emissions and emissions of volatile organic compounds. In October 2021, the EPA announced its intent to revisit the December 2020 decision retaining the 2015 NAAQS standard, opening the door to potential additional tightening of those standards and additional requirements for states around the country to adopt more stringent controls, but no action has been taken in that respect to date. On February 7, 2024, EPA lowered the fine particulate NAAQS standards. We do not currently anticipate that the NAAQS standards will materially impact our operations, but the new standards could materially impact future projects, particularly at our refineries in Montana and Washington.

Fuel Standards

In 2007, the U.S. Congress passed the Energy Independence and Security Act (“EISA”) which, among other things, set a target fuel economy standard of 35 miles per gallon for the combined fleet of cars and light trucks in the U.S. by model year 2020 and contained an expanded Renewable Fuel Standard (the “RFS”). In August 2012, the EPA and National Highway Traffic Safety Administration (“NHTSA”) jointly adopted regulations that establish vehicle carbon dioxide emissions standards and an average industry fuel economy of 54.5 miles per gallon by model year 2025. On March 31, 2022, the EPA and NHTSA published a final rule containing additional fuel efficiency standards for cars and light trucks that include 8-10% reductions of GHG emissions annually through model year 2026. On July 28, 2023, NHTSA issued a notice of proposed rule making for cars and light trucks for model years 2027-2032. By model year 2032, the revised standards would require an industry-wide fleet average of 58 miles per gallon for passenger cars and light-duty trucks. Higher fuel economy standards have the potential to reduce demand for our refined transportation fuel products.

Under EISA, the RFS requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply. Over time, higher annual RFS requirements have the potential to reduce demand for our refined transportation fuel products. In the near term, the RFS will be satisfied primarily with fuel ethanol blended into gasoline. We, and other refiners subject to the RFS, may meet the RFS requirements by blending the necessary volumes of renewable fuels produced by us or purchased from third parties. To the extent that refiners will not or cannot blend renewable fuels into the products they produce in the quantities required to satisfy their obligations under the RFS program, those refiners must purchase renewable credits, referred to as Renewable Identification Numbers (“RINs”), to maintain compliance. To the extent that we exceed the minimum volumetric requirements for blending of renewable fuels, we can retain these RINs for current or future RFS compliance or sell those on the open market.

Additionally, the RFS enables the EPA to exempt certain small refineries from the renewable fuels blending requirements in the event such requirements would cause disproportionate economic hardship to that refinery. In prior years, we have petitioned the EPA for a small refinery waiver for certain of our refineries. However, in 2022, EPA generally denied all small refinery exemption petitions, including ours. Litigation surrounding the 2022 RFS volumetric requirements and other aspects of those final rules, including the EPA’s denial of small refinery relief, is ongoing in several cases. On July 26, 2024,

Under EISA, the DRFS requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply.C. ~~Circuit~~Over intime, ~~Sinclair~~higher ~~Wyoming~~annual ~~Refining~~RFS ~~Company~~requirements vhave the potential to reduce demand for our refined transportation fuel products. ~~EPA~~In ~~sided~~the near term, the RFS will be satisfied primarily with ~~several~~fuel ~~small~~ethanol ~~refinery~~blended ~~petitioners~~into gasoline. We, and ~~remanded~~other refiners subject to the ~~applicable~~RFS, ~~exemption~~may ~~petition~~meet ~~denials~~the RFS requirements by blending the necessary volumes of renewable fuels produced by us or purchased from third parties. To the extent that refiners will not or cannot blend renewable fuels into the products they produce in the quantities required to ~~EPA~~satisfy their obligations under the RFS program, those refiners must purchase renewable credits, referred to as Renewable Identification Numbers (“RINs”), to maintain compliance. To the extent that we exceed the minimum volumetric requirements for ~~reconsideration~~blending of renewable fuels, we can retain these RINs for current or future RFS compliance or sell those on the open market.

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

In October 2010, the EPA issued a partial waiver decision under the federal CAA to allow for an increase in the amount of ethanol permitted to be blended into gasoline from 10% (“E10”) to 15% (“E15”) for 2007 and newer light duty motor vehicles. In 2019, the EPA approved year-round sales of E15 but that approval has been overturned by the courts and, as of January 10, 2022, the Supreme Court has declined to review further appeals on that subject. On July 2, 2021, a three-judge panel of the U.S. Court of Appeals for the District of Columbia Circuit vacated the EPA’s approval of year-round E15 sales. However, in response to supply challenges caused in part by Russia’s invasion of Ukraine, the EPA has issued certain emergency waivers to permit additional E15 sales. There are numerous issues, including state and federal regulatory issues, that need to be addressed before E15 can be marketed on a large scale for use in traditional gasoline engines; however, increased renewable fuel in the nation’s transportation fuel supply could reduce demand for our refined products. On January 21, 2025, President Trump urged EPA to consider issuing emergency fuel waivers to allow year-round sales of E15 to meet any projected temporary shortfalls in gasoline supply across the nation.

In March 2014, the EPA published a final Tier 3 gasoline standard that requires, among other things, that gasoline contain no more than 10 parts per million (“ppm”) sulfur on an annual average basis and no more than 80 ppm sulfur on a per-gallon basis. The standard also lowered the allowable benzene, aromatics, and olefins content of gasoline. All our refineries are Tier 3 compliant.

In addition to federal requirements, several states, including Washington, have proposed or enacted low carbon fuel standards applicable to transportation fuels. The Washington LCFS creates a carbon intensity score for transportation fuels and requires fuel producers and importers who fall short of increasingly stringent annual carbon intensity goals to purchase credits.

There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in the EISA, RFS, and other fuel-related regulations. We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels.

Solid and Hazardous Waste

Several of our businesses generate wastes, including hazardous wastes, that are subject to regulation under the federal Resource Conservation and Recovery Act (“RCRA”) and state statutes. The EPA has limited the disposal options for certain hazardous wastes and state regulation of the handling and disposal of certain wastes associated with refining operations is becoming more stringent. We believe that our operations are in material compliance with all applicable RCRA regulations.

Superfund

The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as the “Superfund” law, imposes liability, without regard to fault or the legality of the original conduct, on certain persons with respect to the release or threatened release of a “hazardous substance” into the environment. These persons include the current owner and operator of a site, any former owner or operator who operated the site at the time of a release, transporters, and persons that disposed or arranged for the disposal of hazardous substances at a site. CERCLA also authorizes the EPA and, in some cases, third parties to take actions in response to threats to the public health or the environment and to seek to recover from the responsible persons the costs of such action. State statutes impose similar liability.

Under CERCLA, the term “hazardous substance” does not include “petroleum, including crude oil or any fraction thereof,” unless specifically listed or designated. While this “petroleum exclusion” lessens the significance of our operations, we may generate wastes that may fall within CERCLA’s definition of a “hazardous substance” in the course of our ordinary refining operations. Although we and, to our knowledge, our predecessors have used operating and disposal practices that were standard in the industry at the time, “hazardous substances” may have been disposed or released on, under, or from the properties currently or historically owned or leased by us or on, under, or from other locations where these wastes have been taken for disposal. At this time, we do not believe that we have any material liability associated with any Superfund site and we have not been notified of any claim, liability, or damages under CERCLA.

owner and operator of a site, any former owner or operator who operated the site at the time of a release, transporters, and persons that disposed or arranged for the disposal of hazardous substances at a site. CERCLA also authorizes the EPA and, in some cases, third parties to take actions in response to threats to the public health or the environment and to seek to recover from the responsible persons the costs of such action. State statutes impose similar liability.

Under CERCLA, the term “hazardous substance” does not include “petroleum, including crude oil or any fraction thereof,” unless specifically listed or designated. While this “petroleum exclusion” lessens the significance of our operations, we may generate wastes that may fall within CERCLA’s definition of a “hazardous substance” in the course of our ordinary refining operations. 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.

Oil Pollution Act

The Oil Pollution Act of 1990 (“OPA”) and regulations thereunder impose a variety of requirements on “responsible parties” related to the prevention of crude oil spills and liability for damages resulting from such spills in U.S. waters. A “responsible party” includes the owner or operator of a facility or vessel or the lessee or permittee of the area in which an offshore facility is located. While liability limits apply in some circumstances, few defenses exist to the liability imposed by the OPA. We are not aware of the occurrence of any action or event that would subject us to liability under OPA and we believe that compliance with OPA’s financial responsibility and other operating requirements will not have a material adverse effect on us.

Discharges and Marine Protection

The Clean Water Act (“CWA”) regulates the discharge of pollutants to waters of the U.S., including wetlands, and requires a permit for the discharge of pollutants, including petroleum, to such waters. Certain facilities that store or otherwise handle crude oil are required to prepare and implement Spill Prevention, Control, and Countermeasure and Facility Response Plans relating to the possible discharge of oil to surface waters. We are required to prepare and comply with such plans and to obtain and comply with discharge permits. The CWA also prohibits spills of oil and hazardous substances to waters of the U.S. in excess of levels set by regulations and imposes liability in the event of a spill. We believe we are in substantial compliance with these requirements and that any noncompliance would not have a material adverse effect on us.

Other statutes provide protection to animal and plant species. These laws and regulations may require the acquisition of a permit or other authorization before drilling or construction related to the oil and gas industry commences and may limit or prohibit construction, drilling, and other activities on certain lands lying within wilderness or wetlands and other protected areas and impose substantial liabilities for pollution resulting from our operations. For example, the Magnuson amendment to the Marine Mammal Protection Act may limit or restrict certain new oil terminals and oil-by-rail infrastructure in the state of Washington.

State laws further regulate discharges of pollutants to surface and groundwaters, require permits that set limits on discharges to such waters, and provide civil and criminal penalties and liabilities for spills to both surface and groundwaters. Some states have imposed regulatory requirements to respond to concerns related to potential for groundwater impact from oil and gas exploration and production. For example, the Colorado Oil and Gas Conservation Commission (“COGCC”) approved rules that require sampling of groundwater for hydrocarbons and other indicator compounds both before and after drilling.

Air Emissions

Our refining operations are subject to local, state, and federal regulations for the control of emissions from sources of air pollution. Administrative enforcement actions for failure to comply strictly with air regulations or permits may be resolved by payment of monetary fines and correction of any identified deficiencies. Alternatively, regulatory agencies could impose civil and criminal liability for non-compliance. An agency could require us to forgo construction or operation of certain air emission sources. We believe that we are in substantial compliance with air pollution control requirements.

Our refining business is subject to very significant state and federal air permitting and pollution control requirements, including some that are the subject of ongoing enforcement activities by the EPA as described in more detail below. The EPA continues to review and, in many cases, tighten ambient air quality standards, which standards, along with the advancement of pollution control technologies, could result in new regulatory and permit requirements that will impact our refining activities and involve additional costs. The EPA also regularly conducts compliance inspections related to these requirements.

On September 29, 2015, the EPA announced a final rule updating standards that control toxic air emissions from petroleum refineries, addressing, among other things, flaring operations, fence line air quality monitoring, and additional emission reductions from storage tanks and delayed coking units. Compliance with this rule has not had a material impact on our financial condition, results of operations, or cash flows to date. However, new operating and other regulatory standards could involve additional costs, and failure to comply with such standards could involve penalties, each of which could be material.

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 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. For more information, please read “Note 19—Commitments and Contingencies” to our consolidated financial statements under Item 8 of this Form 10-K.

received a letter from 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. For more information, please read Note 18—Commitments and Contingencies to our consolidated financial statements under Item 8 of this Form 10-K.

Coastal Coordination

There are various federal and state programs that regulate the conservation and development of coastal resources. The federal Coastal Zone Management Act (“CZMA”) was passed to preserve and, where possible, restore the natural resources of the coastal zone of the U.S. The CZMA provides for federal grants for state management programs that regulate land use, water use, and coastal development.

Other Government Regulation

OSHA

We are subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”) and comparable state statutes. The OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendments and Reauthorization Act, and similar state statutes require us to organize and/or disclose information about hazardous materials used or produced in our operations. Certain of this information must be provided to employees, state and local governmental authorities, and local citizens.

SIGNIFICANT CUSTOMERS

We sell a variety of refined products to a diverse customer base. The majority of our refined products are primarily sold through short-term contracts or on the spot market. For each of the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, we had one customer in our refining segment that accounted for 12%, 1312%, and 1713%, respectively, of our consolidated revenue. No other customer accounted for more than 10% of our consolidated revenues during the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023.

HUMAN CAPITAL

Workforce Composition

We believe our employees are our most valuable asset. By investing in our ~~employees~~workforce, we ~~are~~support ~~able~~strong toexecution ~~achieve~~of ~~success and continue to execute on~~ our mission ~~and vision. At December 31, 2024, our workforce consisted~~ of ~~1,787~~Humbly ~~employees,~~Serving ~~including~~Communities ~~403~~while ~~employees,~~advancing ~~or 23% of~~ our ~~total~~vision ~~workforce,~~for ateach ~~our~~business ~~Hawaii, Washington, and Montana refineries represented by the United Steelworkers Union (“USW”) with collective bargaining agreements effective through January 31, 2026~~segment. WeOur ~~also~~vision ~~employ~~is ~~three~~to ~~employees~~be inThe ~~Montana~~Best in ~~our Rocky Mountain Pipeline & Terminals business that are represented by~~ the ~~Rocky~~West ~~Mountain~~for ~~Union~~Refining ~~(“RMU”)~~and ~~with~~Logistics ~~an agreement effective through October 1, 2025. We value our employees~~ and ~~constantly strive~~ to ~~maintain~~be ~~and~~Super ~~improve~~Fast, ~~satisfactory~~Crazy ~~relationships with them. Our 1~~Clean,~~787~~ ~~employees~~Always ~~work~~Kind infor ~~the following operating segments throughout the United States:~~Retail.

Operating Segment						Number of Employees
Refining and Logistics						1,069
Retail						532
Corporate						186
Total						1,787

As of December 31, 2025, we employed a total of 1,758 employees. Of this total, 395 employees, representing approximately 22% of our workforce, were employed at our Hawaii, Washington, and Montana refineries and were represented by the United Steelworkers Union under collective bargaining agreements that expired January 31, 2026, and are currently subject to 24-hour extension periods while the parties continue their negotiations. In addition, three employees in our Mainland Logistics business in Montana were represented by the Rocky Mountain Union under an agreement effective through October 1, 2026.

Culture and Values

Par is a values-driven company. Our tight-knit community values integrity, creativity, hard work, and respect for others. These four pillars support our successes and strengthen our ability to be an effective and fun place to work. We value innovative thought and rally behind ideas that create new opportunities. We believe this drives our growth and success. We value the unique heritage, experiences, and contributions of everyone we get to work with and serve. Our commitment to doing

~~the~~We ~~right~~value ~~thing~~our ~~with~~employees ~~the~~and ~~highest~~continuously ~~ethical~~strive ~~standards enables us~~ to ~~achieve~~maintain ~~our~~constructive ~~best results. As we pursue growth~~ and ~~success,~~positive weworking ~~believe~~relationships. itOur isemployees ~~important~~are todistributed ~~keep~~across ~~our~~the ~~people~~following ~~safe~~operating ~~and~~segments towithin ~~protect~~the ~~our~~United ~~environment.~~States:


Operating Segment						Number of Employees
Refining and Logistics						1,047
Retail						522

Corporate						189
Total						1,758

Culture and Values

Par is a values-driven company grounded in a strong sense of community. Our culture is built on four core values: respect for others, integrity, collaborative innovation, and heart. These values guide our actions, support our success, and strengthen our ability to be an effective and engaging place to work.

Respect for Others: We listen before we speak, yet understand action is needed for progress. We value the unique heritage, experiences, and contributions of everyone and everywhere we are blessed to work with and serve. It’s important, therefore, to keep our people safe and to protect the environment as we pursue growth and success.

Integrity: We know right from wrong, our behaviors are guided by our mission and core values, and our people are trusted. We expect our work to be conducted with the highest ethical standards to achieve our best results.

Collaborative Innovation: Creativity drives innovation and fuels the generation of new ideas. We understand that creativity alone is not enough. It is through collaborative innovation that we bring those ideas to life! Through our collaborative efforts and effective systems, these ideas become impactful results that open new worlds of opportunity.

Heart: An ounce of heart is worth more than a ton of intellect and talent. We care deeply about the communities in which we operate. We succeed when our hard work, grit, and resilience is balanced with good rest. We root for each other, celebrate each other’s successes, and learn from our mistakes.

Benefits

We offer ~~highly~~ competitive compensation, ~~benefit~~benefits, and time-off ~~packages~~programs designed to ~~promote~~support employee ~~fulfillment~~well-being and work-life balance. Our benefits include ~~our~~a retirement savings plan with company match, an employee stock purchase plan, ~~extensive~~comprehensive health and wellness benefits, generous paid time off, ~~allowance~~tuition reimbursement, and aan ~~tuition~~adoption ~~reimbursement~~assistance program.

Health and Safety

Safety is ~~paramount~~a tocore ~~every~~priority ~~operation~~across ~~and~~all ~~activity we undertake at~~ Par operations. We recognize that ~~our~~ responsible stewardship ~~impacts~~affects ~~every~~our ~~employee~~employees, ~~every contractor~~contractors, and ~~every~~the ~~member~~communities ofin ~~the~~which ~~community~~we operate, and we ~~embrace~~take that responsibility seriously. We ~~promote~~foster a culture of continuous safety improvement ~~with~~through aproactive ~~keen~~risk ~~eye~~identification ~~for evaluating~~ and ~~managing risk~~management. WeOur ~~continually monitor and improve the effectiveness of our~~ health and safety programs, policies, and procedures are regularly evaluated and enhanced to ~~achieve~~promote ~~this~~safe ~~objective~~and reliable operations.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K 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~~ as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause our actual results, performance, or achievements 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 Annual Report on Form 10-K 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. 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 Annual Report on Form 10-K 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 in “Item 1A. — Risk Factors”, “Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Annual Report on Form 10-K. All forward-looking statements speak only as of the date they are made. 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.

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.

Item 1A. RISK FACTORS

Our businesses involve a high degree of risk. You should consider and read carefully the risks and uncertainties described below together with all of the other information contained in this Annual Report on Form 10-K. If any of the following risks, or any risk described elsewhere in this Annual Report on Form 10-K, actually occur, our business, prospects, financial condition, results of operations, or cash flows could be materially adversely affected. In any such case, the trading price of our common stock could decline. The risks described below are not the only ones facing our company. Additional risks not currently known to us or that we currently deem immaterial may also adversely affect us. These disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future. Any references to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

OPERATING RISKS

Our operations are subject to operational hazards that could expose us to potentially significant losses.

Our operations are subject to potential operational hazards and risks inherent in refining operations, in transporting and storing crude oil and refined products, and in producing natural gas and oil. Any of these risks, such as fires, explosions, maritime disasters, security breaches, cyber threats, pipeline ruptures and spills, mechanical failure of equipment, and severe weather and natural disasters at our or third-party facilities could result in business interruptions or shutdowns and damage to our properties and the properties of others. The scientific consensus suggests that some of these physical risks to our facilities and third-party facilities, especially risks associated with extreme weather, may increase as a result of climate change. A serious accident at our facilities could also result in serious injury or death to our employees or contractors and could expose us to significant liability for personal injury claims and reputational risk. Any such event or unplanned shutdown could have a material adverse effect on our business, financial condition, and results of operations.

The volatility of crude oil prices and refined product prices and changes in the demand for such products may have a material adverse effect on our cash flow and results of operations.

Earnings and cash flows from our refining segment depend on a number of factors, including to a large extent the cost of crude oil and other refinery feedstocks which has fluctuated significantly in recent years. While prices for refined products are influenced by the price of crude oil, the constantly changing margin between the price we pay for crude oil and other refinery feedstocks and the prices we receive for refined products, the crack spread, also fluctuates significantly. The prices we pay and prices we receive depend on numerous factors beyond our control, including the global supply and demand for crude oil and renewable feedstocks, as well as gasoline, and other conventional and renewable refined products, which are subject to, among other things:

•changes in the global economy and the level of foreign and domestic production of crude oil and refined products;

•availability of ~~crude~~conventional ~~oil~~and renewable feedstocks and refined products and the infrastructure to transport ~~crude oil and refined products~~them;

•local factors, including market conditions, the level of operations of other refineries in our markets, and the volume and price of refined products imported;

•threatened or actual terrorist incidents (including cyber attacks), acts of war, and other global political conditions;

•changes in U.S. trade policy and the impact of tariffs;

•changes in the availability or cost of maritime shipping;

•pandemics, public health crises, or other widespread emergencies such as COVID-19;

•government regulations or mandated production curtailments or limitations; ~~and~~

•changes in the price or availability of certain environmental compliance credits; and

•weather conditions, hurricanes, or other natural disasters.

These actions could result in an increase in the price we pay for crude oil and renewable feedstocks, which may result in a decrease in the expected earnings and cash flows generated by our refining business. Periods of elevated renewable feedstock costs combined with declining renewable product or environmental credit prices may materially compress renewable margins and adversely affect our renewable operations.

In addition, we purchase our refinery feedstocks before manufacturing and selling the refined products. Price level changes during the periods between purchasing and selling these refined products could also have a material adverse effect on our business, financial condition, and results of operations. We similarly procure renewable feedstocks prior to processing and sale of renewable fuels, and fluctuations in environmental credit prices during these periods may increase earnings volatility.

Instability in the global economic and political environment can lead to volatility in the cost and availability of crude oil and prices for refined products, which could adversely impact our results of operations.

Instability in the global economic and political environment can lead to volatility in the cost and availability of crude oil and in the price and demand for refined products. This may place downward pressure on our results of operations. This is particularly true of developments in and relating to oil-producing countries, including terrorist activities, military conflicts, embargoes, internal instability, or actions or reactions of the U.S. or foreign governments in anticipation of, or in response to, such developments. Any such events may limit or disrupt markets, which could negatively impact our ability to access global crude oil commodity flows or sell our refined products.

13Geopolitical conflicts, including the Russia-Ukraine war, could increase the cost of our crude oil feedstocks and affect the demand for our products.

~~Geopolitical~~In ~~conflicts~~February 2022, following Russia’s invasion of Ukraine, the U.S. and other countries announced sanctions against Russia, including restrictions on the importation of Russian crude oil. On March 3, 2022, we suspended purchases of Russian crude oil for our Hawaii refinery in response to the Russia-Ukraine conflict. ~~between~~The U.S. and other countries have imposed additional sanctions as the conflict has escalated. Any further sanctions imposed or actions taken by the U.S. or other countries, and any retaliatory measures by Russia in response, such as restrictions on energy supplies from Russia, may increase our costs, reduce our sales and earnings, or otherwise have an adverse effect on our operations. Additionally, geopolitical conflicts like the Russia-Ukraine war, ~~could~~the Israel-Palestine conflict, the political activity in Venezuela, Houthi-related disruptions in the Red Sea, and tensions involving Iran and the Strait of Hormuz may exacerbate inflationary pressures, including with respect to commodity prices and energy costs, and disrupt global supply chains. Rapid and significant changes in commodity costs may increase the cost of our crude oil feedstocks and affect the demand for our products.

InChanges ~~February~~in ~~2022, following Russia’s invasion of Ukraine, the~~ U.S. ~~and~~trade ~~other~~policy ~~countries~~and ~~announced sanctions against Russia, including restrictions on~~ the ~~importation~~impact of ~~Russian~~tariffs crude oil. On March 3, 2022, we suspended purchases of Russian crude oil for our Hawaii refinery in response to the Russia-Ukraine conflict. The U.S. and other countries have imposed additional sanctions as the conflict has escalated. Any further sanctions imposed or actions taken by the U.S. or other countries, and any retaliatory measures by Russia in response, such as restrictions on energy supplies from Russia, may ~~increase our costs, reduce our sales and earnings, or otherwise~~ have ana material adverse effect on our ~~operations. Additionally~~business, ~~conflicts~~results ~~like Russia’s invasion~~ of ~~Ukraine and recent attacks on shipping in the Red Sea may exacerbate inflationary pressures~~operations, ~~including with respect to commodity prices~~ and ~~energy~~financial ~~costs, and disrupt global supply chains~~condition. ~~Rapid and significant changes in commodity costs may increase the cost of our crude oil feedstocks and affect the demand for our products.~~

Our business may be adversely affected by uncertainty and changes in U.S. trade policies. For example, effective August 1, 2025, the U.S. adopted new and increased tariffs on countries and specific goods, subject to evolving exemptions. In October 2025, the U.S. government announced a series of new and expanded tariffs on imports from China and other countries, including a 100% tariff on certain categories of goods and increased duties. On November 1, 2025, the U.S. government announced a deal with China that retained heightened reciprocal tariffs and suspended (retaining a 10% baseline) and reduced certain China-specific tariffs, effective November 10, 2025. Separately, previously announced tariffs on imports from other countries went into effect on November 1, 2025. Our business requires access to crude oil and other feedstocks to refine conventional and renewable fuels. Any imposition of, or increase in, tariffs on imports of feedstocks or other materials could increase our production costs and the cost to maintain our assets. To the extent we are unable to pass these cost increases on to our customers, such cost increases could adversely affect our business, results of operations, and financial condition. Tariffs or other trade restrictions may also lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, increased inflation, diminished economic expectations, and reduced demand for our products. While the impact of these factors is difficult to predict, any one or more of these factors could have a material adverse impact on our business, results of operations, and financial condition.

Many of our refined products could cause serious injury or death if mishandled or misused by us or our purchasers, or if defects occur during manufacturing.

While we produce, store, transport, and deliver all of our refined products in a safe manner, many of our refined products are highly flammable or explosive and could cause significant damage to persons or property if mishandled. Defects in our products (such as gasoline or jet fuel) or misuse by us or by end purchasers could lead to fatalities or serious damage to property. We may be held liable for such occurrences, which could have a material adverse effect on our business and results of operations.

Our business is impacted by increased risks of spills, discharges, or other releases of petroleum or hazardous substances in our refining and logistics operations.

The operation of refineries, pipelines, and refined products terminals is subject to increased risks of spills, discharges, or other inadvertent releases of petroleum or hazardous substances, and we operate in and around environmentally sensitive coastal waters that are closely regulated and monitored. These events could occur in connection with the operation of our refineries, pipelines, or refined products terminals. If any of these events occur, or is found to have previously occurred, we could be liable for costs and penalties associated with their remediation under federal, state, and local environmental laws or common law, and could be liable for property damage to third parties caused by contamination from releases and spills. The penalties and clean-up costs that we may have to pay for releases or the amounts that we may have to pay to third parties for damages to their property could be significant and have a material adverse effect on our business, financial condition, or results of operations.

penalties and clean-up costs that we may have to pay for releases or the amounts that we may have to pay to third parties for damages to their property could be significant and have a material adverse effect on our business, financial condition, or results of operations.

Our operations, including the operation of underground storage tanks, are also subject to the risk of environmental litigation and investigations which could affect our results of operations.

From time to time, we may be subject to litigation or investigations with respect to environmental and related matters, the costs of which could be material. We operate fueling stations with underground storage tanks used primarily for storing and dispensing refined fuels. In addition, some fueling stations where we sell fuel are owned or operated by third parties who are not under our control. Federal and state regulations and legislation govern the storage tanks and compliance with these requirements can be costly. The operation of underground storage tanks poses certain risks, including leaks. Leaks from underground storage tanks, which may occur at one or more of our fueling stations, may impact soil or groundwater and could result in fines or civil liability for us.

Our insurance coverage may be inadequate to protect us from the liabilities that could arise in our business.

We carry property, casualty, business interruption, and other lines of insurance, but we do not maintain insurance coverage against all potential losses. Marine vessel charter agreements do not include indemnity provisions for oil spills, so we also carry marine charterer’s liability insurance. We could suffer losses for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage. Claims covered by insurance are subject to deductibles, the aggregate amount of which could be material. Insurance policies are also subject to compliance with certain conditions, the failure of which could lead to a denial of coverage as to a particular claim or the voiding of a particular insurance policy. There also can be no assurance that existing insurance coverage can be renewed at commercially reasonable rates or that available coverage will be adequate to cover future claims. The occurrence of an event that is not fully covered by insurance or failure by one or more insurers to honor its coverage commitments for an insured event could have a material adverse effect on our business, financial condition, and results of operations.

14We are subject to interruptions of supply and increased costs as a result of our reliance on third-party transportation of conventional and renewable feedstocks and refined products to and from our refineries.

WeOur ~~are~~refineries ~~subject~~receive and transport conventional and renewable feedstocks and refined products via tankers, barges, pipelines, and railcars. In addition to environmental ~~interruptions~~risks, we could experience an interruption of supply ~~and~~or an increased ~~costs~~cost asto adeliver ~~result~~refined products to market if such transportation is disrupted because of ~~our reliance~~adverse onweather, accidents, governmental regulation or sanctions, or third-party ~~transportation~~action. ofA ~~crude~~prolonged ~~oil~~disruption ~~and~~could ~~refined~~have ~~products~~a tomaterial ~~and~~adverse ~~from~~effect on our ~~refineries.~~business, financial condition, and results of operations.

Our refineries receive and transport crude oil and refined products via tankers, barges, pipelines, and railcars. In addition to environmental risks, we could experience an interruption of supply or an increased cost to deliver refined products to market if such transportation is disrupted because of adverse weather, accidents, governmental regulation or sanctions, or third-party action. A prolonged disruption could have a material adverse effect on our business, financial condition, and results of operations.

The financial and operating results of our refineries, including the products they refine and sell, can be seasonal.

Demand for gasoline in the Rockies and Northwest United States is generally higher during the summer months than during the winter months due to seasonal increases in highway traffic. The Montana, Wyoming, and Washington refineries’ financial and operating results for the first and fourth calendar quarters may be lower than those for the second and third calendar quarters of each year as a result of this seasonality. Conversely, the demand for the products the Hawaii refinery refines and sells, and the financial and operating results for the Hawaii refinery, are often strongest in the first and fourth calendar quarters.

We rely upon certain critical information systems for the operation of our business and the failure of any critical information system, including a cybersecurity breach, may result in harm to our business.

We are heavily dependent on our technology infrastructure and maintain and rely upon certain critical information systems for the effective operation of our business. These information systems include data network and telecommunications, internet access and our websites, and various computer hardware equipment and software applications, including those that are critical to the safe operation of our refineries and our pipelines and terminals. Our retail business collects certain customer data, including credit card numbers, for business purposes. The integrity and protection of our customer, employee, and company data is critical to our business.

Our information systems are subject to damage or interruption from a number of potential sources including natural disasters, ransomware, software viruses or other malware, power failures, cyber attacks, and other events. To the extent that these information systems are under our control, we have implemented cybersecurity policies designed to address these risks. However, security measures for information systems cannot be guaranteed to be failsafe. Our systems and procedures for protecting against such attacks and mitigating such risks may prove to be insufficient in the future and such attacks could have an adverse impact on our business and operations, including damage to our reputation and competitiveness, remediation costs, litigation, or regulatory. Any compromise of our data security or our inability to use or access these information systems at critical points in time could unfavorably impact the timely and efficient operation of our business and subject us to additional costs and liabilities, which could adversely affect our business, financial condition, and results of operations. In addition, as technologies evolve, and cyber attacks become more sophisticated, we may incur significant costs to upgrade or enhance our security measures to protect against such attacks and we may face difficulties in fully anticipating or implementing adequate preventive measures or mitigating potential harm. Finally, federal legislation relating to cybersecurity threats could impose additional requirements on our operations.

protecting against such attacks and mitigating such risks may prove to be insufficient in the future and such attacks could have an adverse impact on our business and operations, including damage to our reputation and competitiveness, remediation costs, litigation, or regulatory. Any compromise of our data security or our inability to use or access these information systems at critical points in time could unfavorably impact the timely and efficient operation of our business and subject us to additional costs and liabilities, which could adversely affect our business, financial condition, and results of operations. In addition, as technologies evolve, and cyber attacks become more sophisticated, we may incur significant costs to upgrade or enhance our security measures to protect against such attacks and we may face difficulties in fully anticipating or implementing adequate preventive measures or mitigating potential harm. Finally, federal legislation relating to cybersecurity threats could impose additional requirements on our operations.

Climate change may increase the frequency and severity of weather events that could result in severe personal injury, property damage, and environmental damage, which could curtail our operations and otherwise materially adversely affect our cash flows.

Some scientists have concluded that increasing concentrations of GHG in Earth’s atmosphere may produce climate changes that have significant weather-related effects, such as increased frequency and severity of storms, droughts, floods, and other climatic events. If any of those effects were to occur, they could have an adverse effect on our operations, including damages to our refineries, retail locations, logistics assets or other properties from powerful wind or rising waters. We may experience increased insurance costs, or difficulty obtaining adequate insurance coverage, for our assets in areas subject to more frequent severe weather. We may not be able to recoup these increased costs through the cash generated by our business. Extreme weather events could cause damage to property or facilities that could exceed our insurance coverage and our business, financial condition, and results of operations could be adversely affected. Additionally, if we are named in litigation related to climate change, costs or other impacts resulting from such litigation could be material.

Through our investment in Laramie Energy, we are subject to all of the risks of natural gas and oil exploration and production, but we lack the ability to control Laramie Energy’s operations and our ability to extract value is limited.

Through our investment in Laramie Energy, we are exposed to all of the risks inherent in natural gas and oil exploration and production, including the risks that: exploration and development drilling may not result in commercially productive reserves; the operator may act in ways contrary to our best interest; the marketability of our natural gas products depends mostly on the availability, proximity, and capacity of natural gas gathering systems, pipelines, and processing facilities, which are owned by third parties, as well as adequate water supplies; we have no long-term contracts to sell natural gas or oil; compliance with environmental and other governmental regulatory or legislative requirements could result in increased costs of operation or curtailment, delay, or cancellation of development and producing operations; and a decline in demand for natural gas and oil could adversely affect our financial condition and results of operations.

REGULATORY RISK

Meeting the requirements of evolving environmental, health, and safety laws and regulations, including those related to climate change and marine protection, could adversely affect our performance.

Consistent with the experience of other U.S. refineries, environmental laws and regulations have raised operating costs and may require significant capital investments at our refineries. We may be required to address conditions that may be discovered in the future and require a response. Potentially material expenditures could be required in the future as a result of evolving environmental, health, and safety and energy laws, regulations, or requirements that may be adopted or imposed in the future. Future developments in federal and state laws and regulations governing environmental, health and safety, and energy matters are especially difficult to predict.

Currently, multiple legislative and regulatory measures to address GHG emissions (including CO2, methane, and NOX) are in various phases of consideration, promulgation, or implementation. These include actions to develop national, statewide, or regional programs, each of which could require reductions in our GHG emissions. Requiring reductions in our GHG emissions could result in increased costs to (i) operate and maintain our facilities, (ii) install new emission controls at our facilities, and/or (iii) administer and manage any GHG emissions programs, including acquiring emission credits or allotments. Requiring reductions in our GHG emissions and increased use of renewable fuels which can be supplied by producers and marketers in other industries that supply alternative forms of energy and fuels to satisfy the requirements of our industrial, commercial, and individual customers could also decrease the demand for our refined products, and could have a material adverse impact on our business, financial condition, and results of operations.

Additionally, legislation designed to protect animal and plant species, such as the Magnuson amendment to the Marine Mammal Protection Act, may limit or restrict our ability to construct or expand new oil terminals and oil-by-rail infrastructure in the state of Washington, which could have a material impact on our business, financial condition, and results of operations. Finally, federal and state regulations requiring additional GHG-related disclosures could significantly increase our regulatory compliance costs.

in the state of Washington, which could have a material impact on our business, financial condition, and results of operations. Finally, federal and state regulations requiring additional GHG-related disclosures could significantly increase our regulatory compliance costs.

Renewable fuels mandates and other mandates may reduce demand for the petroleum fuels we produce, which could have a material adverse effect on our business results of operations and financial condition.

The RFS program sets annual quotas for the quantity of renewable fuels that must be blended into transportation fuels consumed in the U.S. A RIN is assigned to each gallon of renewable fuel produced in or imported into the U.S. As a producer of petroleum-based transportation fuels, we are obligated to blend renewable fuels into the petroleum fuels we produce and sell in the U.S. To the extent we do not, we are required to purchase RINs in the market to satisfy our obligations under the RFS program. In addition, as a result of the annual volume mandates, we may experience a decrease in demand for refined products due to refined products being replaced by renewable fuels.

We are exposed to the volatility in the market price of RINs and are unable to predict the future prices of RINs. RINs prices are dependent upon a variety of factors, including EPA regulations, the availability of RINs for purchase, and levels of transportation fuels produced, which can vary significantly from quarter to quarter. If sufficient RINs are unavailable for purchase, if we have to pay a significantly higher price for RINs, or if we are otherwise unable to meet the EPA’s RFS mandates, our results of operations and cash flows could be adversely affected. The current administration has also been critical of exemptions from the RFS mandates granted to small refineries during the previous administration. While litigation over the issue is currently before various courts, the EPA under the current administration may be less willing to grant such waivers going forward and may increase the RVO in future years. To the extent fewer waivers are granted in the future or the RVO is increased, the demand for and the price of RINs would likely also increase, and our results of operations and cash flows could be adversely affected. In addition, the EPA is considering changes to the existing RFS program regulations and other regulatory initiatives under the RFS program that could impact future standards. Although uncertain, any of these events may cause the price of RINs to rise and result in additional costs in connection with RFS compliance. Such increased costs could be material and may have a material adverse impact on our business, financial condition, and results of operations. All RIN transactions are recorded in the EPA Moderated Transaction System (“EMTS”). Under this system, purchasers of RINs are required to self-certify their validity without verification by the EPA, and are responsible for any invalid RINs submitted to the EPA for compliance. We believe that the RINs we purchase are from reputable sources, are valid, and serve to demonstrate compliance with applicable RFS requirements. However, if this belief proves incorrect and the RINs that we purchase are not valid or in compliance with applicable RFS requirements, our financial condition and cash flows may be adversely affected. In addition, renewable diesel and other renewable fuel prices are influenced by petroleum fuel prices, renewable fuel production levels and environmental credit markets, which may experience significant volatility. Sustained declines in renewable product or credit prices could adversely affect the profitability of our renewable operations.

initiatives under the RFS program that could impact future standards. Although uncertain, any of these events may cause the price of RINs to rise and result in additional costs in connection with RFS compliance. Such increased costs could be material and may have a material adverse impact on our business, financial condition, and results of operations. All RIN transactions are recorded in the EPA Moderated Transaction System (“EMTS”). Under this system, purchasers of RINs are required to self-certify their validity without verification by the EPA, and are responsible for any invalid RINs submitted to the EPA for compliance. We believe that the RINs we purchase are from reputable sources, are valid, and serve to demonstrate compliance with applicable RFS requirements. However, if this belief proves incorrect and the RINs that we purchase are not valid or in compliance with applicable RFS requirements, our financial condition and cash flows may be adversely affected.

Several states, including Washington and Hawaii, have pursued or are considering initiatives designed to reduce the carbon intensity of the transportation sector by encouraging increased use of renewable fuels or electric vehicles or by requiring reductions in transportation fuel-related GHG emissions in the state. Since 2006, the State of Washington has required that denatured ethanol make up at least 2% of total gasoline sold in the state and that biodiesel comprise at least 2% of total diesel sold in the state, and the Washington Department of Ecology is authorized to increase these requirements if certain conditions are met. In 2020 and 2021 the State of Washington adopted several statutes that are relevant to our operations in the state of Washington including a law approving new regulatory requirements regarding zero emission vehicles and a low-carbon fuel standard designed to reduce the carbon intensity of transportation fuels by twenty percent by 2038. Legislation signed in March of 2020 directed the Washington Department of Ecology to adopt California’s vehicle emission standards including requirements to increase zero emission vehicles sold in the state. Washington Department of Ecology adopted by reference California’s zero emission vehicle standard starting with model year 2025 in a rule issued on November 29, 2021. In 2014, the State of Hawaii signed a memorandum of understanding with the U.S. Department of Energy to collaborate to produce 70% of the state’s energy needs from energy-efficient and renewable sources by 2030 and 100% of the state’s energy needs from energy-efficient and renewable sources by 2045. In addition, Hawaii’s alternative fuels standard requires the State to facilitate the development of alternate fuels so such fuels provide 20% of highway fuel demand by 2020 and 30% by 2030. Finally, California and a small number of other states have announced a ban on new internal combustion engine-powered cars by 2035. These state actions could reduce demand for our refined petroleum products, which could have a material adverse effect on our business, results of operations, and financial condition.

Potential legislative and regulatory actions addressing climate change could increase our costs, reduce our revenue and cash flow from operations, or otherwise alter the way we conduct our business.

Currently, multiple legislative and regulatory measures to address GHG, including CO2, methane, and NOX, and other emissions are in various phases of consideration, promulgation, or implementation at various levels of the federal and state government. These include actions to develop international, federal, regional, or statewide programs, which could require reductions in our GHG or other emissions, establish a carbon tax and decrease the demand for our refined products. Requiring reductions in these emissions could result in increased costs to (i) operate and maintain our facilities, (ii) install new emission controls at our facilities, and (iii) administer and manage any emissions programs, including acquiring emission credits or allotments.

For example, in 2015, the U.S., Canada, and the U.K. participated in the United Nations Conference on Climate Change, which led to the creation of the Paris Agreement. The Paris Agreement, which was signed by the U.S. in April 2016, requires countries to review and “represent a progression” in their intended nationally determined contributions (which set GHG emission reduction goals) every five years beginning in 2020. In November 2020, the United States’ previously announced withdrawal from the Paris Agreement became effective. On January 20, 2021, President Biden announced that the United States would be reentering the Paris Agreement. This reentry became effective on February 19, 2021, however, on January 20, 2025, President Trump signed Executive Order 14162 directing the U.S. government to again withdraw from the Paris Agreement.

The EPA has issued a notice of finding and determination that emissions of CO2, methane, and other GHGs present an endangerment to human health and the environment. In response, the EPA has adopted regulations under existing provisions of the federal Clean Air Act that, among other things, establish Prevention of Significant Deterioration (“PSD”) construction and Title V operating permit program requiring reviews for GHG emissions from certain large stationary sources. Facilities required to obtain PSD permits for their GHG emissions will also be required to meet “best available control technology” standards, which will be established by the states or, in some instances, by the EPA on a case-by-case basis. In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified large GHG emission sources in the U.S., including petroleum refineries and certain onshore petroleum and natural gas production activities, on an annual basis. We monitor for GHG emissions at our refineries and believe we are in substantial compliance with the applicable GHG reporting requirements. Certain of the third-party drilling and production entities in which we hold a working interest also may be subject to reporting of GHG emissions in the U.S. These EPA policies and rulemakings could adversely affect our operations and restrict or delay our ability to obtain air permits for new or modified facilities.

to reporting of GHG emissions in the U.S. These EPA policies and rulemakings could adversely affect our operations and restrict or delay our ability to obtain air permits for new or modified facilities.

In addition, from time to time, the U.S. Congress has considered and may in the future consider and adopt “cap and trade” legislation that would establish an economy-wide cap on GHG emissions in the U.S. and would require most sources of GHG emissions to obtain emission “allowances” corresponding to their annual GHG emissions. For those GHG sources that are unable to meet the required limitations, such legislation could impose substantial financial burdens. Any laws or regulations that may be adopted to restrict or reduce GHG emissions would likely require us to incur increased operating costs and could have an adverse effect on demand for our production. The adoption of any legislation or regulations that limits emissions of GHG from our or such drilling and production entities’ facilities, equipment, and operations could require us or such entities to incur costs to reduce emissions of GHG associated with our or such entities’ operations or could adversely affect demand for the refined petroleum products that we produce or the crude oil or natural gas that such drilling and production entities in which we hold a working interest produce.

At the state level, Washington and other states have passed low carbon fuel standard legislation and other initiatives, including a cap and invest program, to reduce emissions from the transportation sector. We could also face increased climate-related litigation with respect to our operations or products. If we are unable to pass the costs of compliance on to our customers, sufficient credits are unavailable for purchase, we have to pay a significantly higher price for credits, or we are otherwise unable to meet our compliance obligation, our financial condition and results of operations could be adversely affected.

Federal, regional, and state climate change and air emissions goals and regulatory programs under the Clean Air Act are complex, subject to change, and create uncertainty due to a number of factors including technological feasibility, legal challenges, and potential changes in federal policy. Nevertheless, stricter regulation can be expected in the future and any of these or similar changes, including a switch to alternative fuels such as liquified natural gas for power generation, or regulatory enforcement in connection with such requirements, may have a material adverse impact on our business, results of operations, and financial condition. For more information, please read “Note 1819—Commitments and Contingencies” to our consolidated financial statements under Item 8 of this Form 10-K.

Regulatory and other requirements concerning the transportation of crude oil and other commodities by rail may cause increases in transportation costs or limit the amount of crude oil that we can transport by rail.

We rely on a variety of systems to transport crude oil, including rail. Rail transportation is regulated by federal, state, and local authorities. New regulations or changes in existing regulations could result in increased compliance expenditures. For example, in 2019 Washington enacted a law that limits crude oil by rail deliveries through a cap on off-loadings from existing facilities and new specifications regarding the vapor pressure of crude oils permitted to be shipped through the state. These or other regulations that require the reduction of volatile or flammable constituents in crude oil that is transported by rail, change the design or standards for rail cars used to transport the crude oil we purchase, change the routing or scheduling of trains carrying crude oil, or require any other changes that detrimentally affect the economics of delivering North American crude oil by rail, could increase the time required to move crude oil from production areas to our refineries, increase the cost of rail transportation, and decrease the efficiency of shipments of crude oil by rail within our operations. Any of these outcomes could have a material adverse effect on our business, results of operations, and financial condition.

We will be required to undertake significant environmental remediation and other corrective actions in connection with certain prior acquisitions.

For example, in connection with the July 14, 2016 purchase of Hermes Consolidated, LLC (d/b/a Wyoming Refining Company) and, indirectly, Wyoming Refining Company’s wholly owned subsidiary, Wyoming Pipeline Company, LLC (collectively, “Wyoming Refining” or “WRC”) (the “WRC Acquisition”), there are several environmental conditions that will require us to undertake significant remediation efforts and other corrective actions. The 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.

As is typical of older, small refineries like 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 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 December 31, 2025, we have accrued $15.8 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.

18We also assumed certain environmental liabilities associated with the Billings Acquisition, 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.

December 31, 2024, we have accrued $13.1 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years. Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years and to replace those impoundments with a new wastewater treatment system. Based on current information, reasonable estimates we have received suggest costs of approximately $11.6 million to design and construct a new wastewater treatment system.

We also assumed certain environmental liabilities associated with the Billings Acquisition, 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 $18.9 million. We expect to incur these costs over a 20 to 30 year period.

We may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs.

Pipeline and Hazardous Materials Safety Administration (“PHMSA”) has established a series of rules requiring pipeline operators to develop and implement integrity management programs for hazardous liquid pipelines that, in the event of a pipeline leak or rupture, could affect high consequence areas (“HCAs”), which are areas where a release could have the most significant adverse consequences, including high-population areas, certain drinking water sources, and unusually sensitive ecological areas. These regulations require operators of covered pipelines to:

•perform ongoing assessments of pipeline integrity;

•identify and characterize applicable threats to pipeline segments that could impact an HCA;

•improve data collection, integration, and analysis;

•repair and remediate the pipeline as necessary; and

•implement preventive and mitigating actions.

In addition, certain states have also adopted regulations similar to existing PHMSA regulations for intrastate gathering and transmission lines. These requirements could require us to install new or modified safety controls, pursue additional capital projects, or conduct maintenance programs on an accelerated basis, any or all of which tasks could result in us incurring increased operating costs that could be significant and have a material adverse effect on our financial position or results of operations. Additionally, we are subject to periodic inspection and audit regarding these requirements.

increased operating costs that could be significant and have a material adverse effect on our financial position or results of operations. Additionally, we are subject to periodic inspection and audit regarding these requirements.

Moreover, changes to pipeline safety laws by Congress and regulations by PHMSA that result in more stringent or costly safety standards could result in our incurring increased operating costs that could have a material adverse effect on our financial position or results of operations. Finally, while we have incurred certain additional costs associated with operating a pipeline regulated by the Federal Energy Regulatory Commission, our costs to date have not been material.

Compliance with and changes in tax laws could materially and adversely affect our financial condition, results of operations and cash flows.

We are subject to extensive tax liabilities imposed by multiple jurisdictions including, without limitation, income taxes, indirect taxes (excise/duty, sales/use, gross receipts, GHG emissions), payroll taxes, franchise taxes, withholding taxes, and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Although we believe we have used reasonable interpretations and assumptions in calculating our tax liabilities, the final determination of these tax audits and any related proceedings cannot be predicted with certainty. Any adverse outcome of such tax audits or related proceedings could result in unforeseen tax-related liabilities that may, individually or in the aggregate, materially affect our cash tax liabilities, results of operations, and financial condition. Additionally, tax rates or tax interpretations in the various jurisdictions in which we operate may change significantly as a result of political or economic factors beyond our control. For more information, please read “Note 1819—Commitments and Contingencies” to our consolidated financial statements under Item 8 of this Form 10-K. Additionally, our renewable fuels operations may be eligible for certain federal or state tax credits or incentives, and any modification, reduction, or elimination of such credits, or changes in their availability, could adversely affect or results of operations and cash flows.

Tariffs may adversely affect our financial condition, results of operations, and cash flows.

President Trump has threatened to implement tariffs on certain foreign goods, such as crude oil from Canada. Tariffs against Canadian crude oil would increase our input costs, resulting in higher production costs and lower gross margins, and could make our products less competitive and reduce consumer demand. Any such tariffs or, if enacted, any further executive or legislative action that affects trade, including retaliatory tariffs, could subject us to additional risks. We cannot predict whether, or to what extent, tariff or other trade protections may affect our financial condition, results of operations, or cash flows.

BUSINESS RISKS

The locations of our refineries and related assets in certain limited geographic areas create an exposure to localized economic risks.

Because of the locations of our refineries in Hawaii, Montana, Washington, and Wyoming, we primarily market our refined products in relatively limited geographic areas. As a result, we are more susceptible to regional economic conditions than the operations of more geographically diversified competitors and any unforeseen events or circumstances that affect our operating areas could also materially adversely affect our revenues and our business and operating results. These factors include, among other things, changes in the economy, weather conditions, demographics and population, refined product mix demand, increased supply of refined products from competitors, and reductions in the supply of crude oil.

We must make substantial capital expenditures and complete periodic turnarounds at our refineries and related assets to maintain their reliability and efficiency. If we are unable to complete capital projects at their expected costs or in a timely manner, or if the market conditions assumed in our project economics deteriorate, our financial condition, results of operations, or cash flows could be adversely affected.

Our refineries and related assets have been in operation for many years. Equipment, even if properly maintained, may require significant capital expenditures and expenses to keep the refineries operating at optimum efficiency. These costs do not result in increases in unit capacities, but rather are focused on trying to maintain safe, reliable operations.

Delays or cost increases related to the engineering, procurement, and construction of new facilities, or improvements and repairs to our existing facilities and equipment during periodic turnarounds, could have a material adverse effect on our business, financial condition, or results of operations. Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including:

•denial or delay in obtaining regulatory approvals and/or permits;

•difficulties in executing the capital projects;

•unplanned increases in the cost of equipment, materials, or labor;

•disruptions in transportation of equipment and materials;

•severe adverse weather conditions, natural disasters, or other events (such as equipment malfunctions, explosions, fires, or spills) affecting our facilities, or those of our vendors and suppliers;

•shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;

•market-related increases in a project’s debt or equity financing costs; and/or

•non-performance or force majeure by, or disputes with, our vendors, suppliers, contractors, or sub-contractors.

Any one or more of these occurrences noted above could have a significant impact on our business. If we are unable to make up the delays or to recover the related costs, or if market conditions change, it could materially and adversely affect our financial position, results of operations, or cash flows.

The retail market is diverse and highly competitive. ~~Aggressive competition and the development of alternative fuels could adversely impact our business.~~

We face strong competition in the market for the sale of retail gasoline, diesel fuel, and merchandise. Our competitors include outlets owned or operated by fully integrated major oil companies or their dealers and other well-recognized national or regional retail outlets, often selling products at very competitive prices. We compete with a number of integrated national and international oil companies who produce crude oil, some of which is used in their refining operations. Unlike these oil companies, we must purchase all of our crude oil from unaffiliated sources. Because these oil companies benefit from increased commodity prices, have greater access to capital, and have stronger capital structures, they are able to better withstand poor and volatile market conditions, such as a lower refining margin environment, shortages of crude oil and other feedstocks, or extreme price fluctuations. Non-traditional retailers such as supermarkets, club stores, and mass merchants are also in the retail business, and these non-traditional gasoline retailers have obtained a significant share of the transportation fuels market. These retailers may use integration of operations, greater financial resources, promotional pricing or discounts, or other advantages to withstand volatile market conditions or levels of no or low profitability.

Additionally, non-traditional retailers such as supermarkets, club stores, and mass merchants are also in the retail business, and these non-traditional gasoline retailers have obtained a significant share of the transportation fuels market. These retailers may use integration of operations, greater financial resources, promotional pricing or discounts, or other advantages to withstand volatile market conditions or levels of no or low profitability. The development of alternative and competing ~~fuels~~products ~~in the retail market~~ could ~~also~~ adversely impact our business. Increased competition from these alternatives as a result of governmental regulations, technological advances, and consumer demand could have an impact on pricing and demand for our products and our profitability.

20The development of alternative and competing products, including a switch to fuels such as liquified natural gas for power generation, could adversely impact our business. Increased competition from these alternatives as a result of governmental regulations, technological advances, and consumer demand could have an impact on demand for our products and could change the way in which we operate our assets.

If we are unable to obtain crude oil supplies for our refineries without the benefit of our Inventory Intermediation Agreement and ABL Credit Facility, the capital required to finance our crude oil supply could negatively impact our liquidity.

Crude oil in storage tanks and certain crude oil in transit at our Hawaii refinery is subject to our Inventory Intermediation Agreement. Deliveries of crude oil at our other refineries are subject to the ABL Credit Facility. If we are unable to obtain our crude oil supply for our refineries under these agreements, our exposure to crude oil pricing risks may increase as the number of days between when we pay for the crude oil and when the crude oil is delivered to us increases. Such increased exposure could negatively impact our liquidity position due to the increase in working capital used to acquire crude oil inventory for our refineries.

The Inventory Intermediation Agreement expose us to counterparty credit and performance risk.

We have the Inventory Intermediation Agreement with Citigroup Energy Inc. (“Citi”), pursuant to which Citi will purchase and deliver crude oil to our Hawaii refinery. Upon termination of the Inventory Intermediation Agreement, we are obligated to repurchase all crude oil inventories then owned by Citi. This repurchase obligation could have a material adverse effect on our business, results of operations, or financial condition. Our agreement with Citi also requires us to pay interest expense associated with the facility, which will increase in a rising crude oil price and interest rate environment. An adverse change in the business, results of operations, liquidity, or financial condition of one of our counterparties could adversely affect the ability of such counterparty to perform its obligations, which could consequently have a material adverse effect on our business, results of operations, or liquidity and, as a result, our business and operating results.

Inadequate liquidity could materially and adversely affect our business operations in the future.

If our cash flow and capital resources are insufficient to fund our obligations, we may be forced to reduce our capital expenditures, seek additional equity or debt capital, or restructure our indebtedness. We cannot assure you that any of these remedies could, if necessary, be affected on commercially reasonable terms, or at all. Our liquidity is constrained by our need to satisfy our obligations under our debt agreements, and the Inventory Intermediation Agreement. The availability of capital when the need arises will depend upon a number of factors, some of which are beyond our control. These factors include general economic and financial market conditions, the crack spread, natural gas and crude oil prices, our credit ratings, interest rates, market perceptions of us or the industries in which we operate, our market value, and our operating performance. We may be unable to execute our long-term operating strategy if we cannot obtain capital from these or other sources when the need arises.

Our ability to generate cash and repay our indebtedness or fund capital expenditures depends on many factors beyond our control and any failure to do so could harm our business, financial condition, and results of operations.

Our ability to fund future capital expenditures and repay our indebtedness when due will depend on our ability to generate sufficient cash flow from operations, borrowings under our debt agreements, and distributions from our subsidiaries. To a certain extent, this is subject to general economic, financial, competitive, legislative, and regulatory conditions and other factors that are beyond our control, including crack spreads.

We cannot assure you that our businesses will generate sufficient cash flow from operations, that our subsidiaries can or will make sufficient distributions to us, or that future borrowings will be available to us in an amount sufficient to repay our indebtedness or fund our other liquidity needs. If our cash flow and capital resources are insufficient to fund our needs, we may be forced to reduce our planned capital expenditures, sell assets, seek additional equity or debt capital, or restructure our debt. We cannot assure you that any of these remedies could, if necessary, be affected on commercially reasonable terms, or at all, which could cause us to default on our obligations and could impair our liquidity.

Our substantial level of indebtedness could adversely affect our financial condition.

We have a substantial amount of indebtedness, which requires significant interest payments. As of December 31, ~~2024~~2025, we had $10.18 billion of indebtedness and Interest expense and financing costs, net for the year ended December 31, ~~2024~~2025, was $82.84 million.

Our substantial level of indebtedness could have important consequences, including the following:

•we must use a substantial portion of our cash flow from operations to pay interest and principal on our indebtedness and obligations under the Inventory Intermediation Agreement, which reduces funds available to us for other purposes, such as working capital, capital expenditures, other general corporate purposes, and potential acquisitions;

•our ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions, or general corporate purposes may be impaired;

•our leverage may be greater than that of some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in responding to current and changing industry and financial market conditions;

•we may be more vulnerable to economic downturns and adverse developments in our business; and

•we may be unable to comply with financial and other restrictive covenants in our debt agreements, some of which require us to maintain specified financial ratios and limit our ability to incur additional debt and sell assets, which could result in an event of default that, if not cured or waived, would have an adverse effect on our business and prospects and could result in bankruptcy.

Our ability to meet expenses, to remain in compliance with the covenants under our debt agreements, and to make future principal and interest payments in respect of our debt depends on, among other things, our operating performance, competitive developments, and financial market conditions, all of which are significantly affected by financial, business, economic, and other factors. We are not able to control many of these factors. If industry and economic conditions deteriorate, our cash flow may not be sufficient to allow us to pay principal and interest on our debt and meet our other obligations.

This increase in our indebtedness may reduce our flexibility to respond to changing business and economic conditions or to fund capital expenditure or working capital needs because we will require additional funds to service our outstanding indebtedness and may not be able to obtain additional financing.

Despite our current debt levels, we may still incur substantially more debt or take other actions which would intensify the risks associated with our substantial leverage.

Despite our current consolidated debt levels, we may be able to incur significant additional indebtedness in the future. Although our debt agreements contain restrictions on the incurrence of additional indebtedness and entering into certain types of other transactions, these restrictions are subject to a number of qualifications and exceptions. Additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also do not prevent us or our subsidiaries from incurring obligations, such as trade payables, that do not constitute indebtedness as defined under our debt agreements. To the extent new debt is added to our current debt levels, the substantial leverage risks associated with our indebtedness would increase.

Our debt agreements impose significant operating and financial restrictions on us.

Our debt agreements impose, and the terms of any future debt may impose, significant operating and financial restrictions on us. These restrictions, among other things, may limit our ability to:

•pay dividends or distributions, repurchase equity, prepay junior debt, and make certain investments, loans, or acquisitions;

•incur additional debt, make guarantees of debt, or issue certain disqualified stock and preferred stock;

•sell or otherwise dispose of assets, including capital stock of subsidiaries;

•incur liens;

•enter into certain hedging transactions;

•consummate fundamental changes, merge or consolidate with another company, sell all or substantially all assets, or alter the business;

•enter into certain transactions with affiliates; and

•enter into agreements that would restrict the ability of our subsidiaries to pay dividends or distributions.

All of these covenants may adversely affect our ability to finance our operations, meet or otherwise address our capital needs, pursue business opportunities, react to market conditions, or otherwise restrict activities or business plans. A breach of any of these covenants could result in a default in respect of the related indebtedness. If a default occurs, the requisite lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness. If repayment of our indebtedness is accelerated as a result of such default, we cannot assure you that we would have sufficient assets or access to credit to repay such indebtedness.

We may incur losses and incur additional costs as a result of our forward-contract activities and derivative transactions.

We enter into derivative contracts from time to time primarily to reduce our exposure to fluctuations in interest rates and in the price of crude oil and refined products. If the instruments we use to hedge our exposure are not effective, or if our counterparties are unable to satisfy their obligations to us, we may incur losses. We may also be required to incur additional costs in connection with future regulation of derivative instruments to the extent such regulation is applicable to us. Additionally, our commodity derivative activities may produce significant period-to-period earnings volatility that is not necessarily reflective of our underlying operational performance.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly and otherwise impact our ability to incur indebtedness for acquisitions and working capital needs.

We are subject to interest rate risk in connection with borrowings under certain of our debt agreements as well as our Inventory Intermediation Agreement, which bear interest at variable rates. Interest rate changes will not affect the market value of indebtedness incurred under such debt agreements, but could affect the amount of our interest payments and, accordingly, our future earnings and cash flows, assuming other factors are held constant. Increases in interest rates could also impact our ability to incur indebtedness to fund acquisitions and working capital needs. Since ~~2023~~2024, interest rates have been significantly higher than in recent years and a significant increase in prevailing interest rates that results in a substantial increase in the interest rates applicable to our indebtedness could substantially increase our interest expense and have a material adverse effect on our financial condition, results of operations, and cash flows.

We cannot be certain that our net operating loss tax carryforwards will continue to be available to offset our tax liability.

As of December 31, ~~2024~~2025, we estimated that we had approximately $1.0.7 billion of net operating loss (“NOL”) tax carryforwards. In order to utilize the NOLs, we must generate taxable income that can offset such carryforwards. The availability of NOLs to offset taxable income would be substantially reduced or eliminated if we were to undergo an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). We will be treated as having had an “ownership change” if there is more than a 50% increase in stock ownership during any three year “testing period” by “5% shareholders.” In order to help us preserve our NOLs, our certificate of incorporation contains stock transfer restrictions designed to reduce the risk of an ownership change for purposes of Section 382 of the Code. We expect that the restrictions will remain in place for the foreseeable future. We cannot assure you, however, that these restrictions will prevent an ownership change.

Our ability to utilize a significant portion of our NOLs to offset future taxable income is subject to various limitations, including that certain NOLs will expire in various amounts, if not used, between ~~2030~~2031 through 2037. During 2018, the Internal Revenue Service (“IRS”) completed an audit of our tax returns for the tax years ending 2014 through 2016, which included those returns for the years in which the losses giving rise to the NOLs were reported. Although the IRS made no challenge of the availability of our NOLs during this audit, we cannot assure you that we would prevail if the IRS were to challenge the availability of the NOLs in the event of future audits. If the IRS were successful in challenging our NOLs, all or some portion of the NOLs would not be available to offset any future consolidated income, which would negatively impact our results of operations and cash flows. Certain provisions of the Tax Cuts and Jobs Act, enacted in 2017, may also limit our ability to utilize our net operating tax loss carryforwards.

the availability of our NOLs during this audit, we cannot assure you that we would prevail if the IRS were to challenge the availability of the NOLs in the event of future audits. If the IRS were successful in challenging our NOLs, all or some portion of the NOLs would not be available to offset any future consolidated income, which would negatively impact our results of operations and cash flows. Certain provisions of the Tax Cuts and Jobs Act, enacted in 2017, may also limit our ability to utilize our net operating tax loss carryforwards.

We may be unable to successfully identify, execute, or effectively integrate future acquisitions, which may negatively affect our results of operations.

We will continue to pursue acquisitions in the future. Although we regularly engage in discussions with, and submit proposals to, acquisition candidates, suitable acquisitions may not be available in the future on reasonable terms. If we do identify an appropriate acquisition candidate, we may be unable to successfully negotiate the terms of an acquisition, finance the acquisition, or, if the acquisition occurs, effectively integrate the acquired business into our existing businesses. Negotiations of potential acquisitions and the integration of acquired business operations may require a disproportionate amount of management’s attention and our resources. Even if we complete additional acquisitions, continued acquisition financing may not be available or available on reasonable terms, any new businesses may not generate the anticipated level of revenues, the anticipated cost efficiencies, or synergies may not be realized, and these businesses may not be integrated successfully or operated profitably. Our inability to successfully identify, execute, or effectively integrate future acquisitions may negatively affect our results of operations.

Acquisitions may prove to be worth less than we paid because of uncertainties in evaluating potential liabilities.

Our recent growth is due in large part to acquisitions, such as the acquisitions of our Montana refining business. We expect acquisitions to be instrumental to our future growth. Successful acquisitions require an assessment of a number of factors, including estimates of potential unknown and contingent liabilities. Such assessments are inexact and their accuracy is inherently uncertain. In connection with our assessments, we perform due diligence reviews of acquired businesses and assets that we believe are generally consistent with industry practices. However, such reviews will not reveal all existing or potential problems. In addition, our reviews may not permit us to become sufficiently familiar with potential environmental problems or other contingent and unknown liabilities that may exist or arise. As a result, there may be unknown and contingent liabilities related to acquired businesses and assets of which we are unaware. We could be liable for unknown obligations relating to acquisitions for which indemnification is not available, which could materially adversely affect our business, results of operations, and cash flows.

Our renewable fuels manufacturing facility co-located with our Hawaii refinery (the “Renewable Fuels Facility”) may not commence operations when we expect, or at all, and, if completed, we may not be able to successfully integrate the Renewable Fuels Facility into our business or realize the anticipated benefits of this investment.

On October 21, 2025, we established a joint venture with Alohi Renewable Energy LLC (“Alohi”), for the development, construction, ownership, and operation of the Renewable Fuels Facility. There can be no assurance that we will complete the Renewable Fuels Facility on the timeframe that we anticipate, or at all. Failure to complete the Renewable Fuels Facility or any delays in completing it could have an adverse impact on our future business and operations. In addition, we will have incurred significant capital and investment-related expenses without realizing all of the expected benefits.

Additionally, if the Renewable Fuels Facility is completed, we will have certain obligations and liabilities to the joint venture, as a subsidiary of the Company will serve as the construction manager, operator and provider of services. Further, the joint venture will be operated as a separate entity, and we will not fully control its operations. There can be no assurance that we will realize the anticipated benefits and operating synergies of the Renewable Fuels Facility or the joint venture. Our estimates regarding the earnings, operating cash flow, capital expenditures, and liabilities resulting from this investment may prove to be incorrect. This project involves risks, including:

•diversion of management time and attention from our existing business;

•reliance on our joint venture partner and its financial condition;

•risk that our joint venture partner does not always share our goals and objectives; and

•certain obligations that we have to fund capital expenditures relating to the Renewable Fuels Facility.

A substantial portion of our refining workforce is unionized and we may face labor disruptions that would interfere with our operations.

As of December 31, ~~2024~~2025, we employed ~~1,787~~a ~~people,~~total ~~403~~ of ~~whom~~1,758 ~~are covered by collective bargaining agreements~~employees. AtOf ~~our~~this ~~Hawaii~~total, ~~Washington,~~395 ~~and Montana refineries, all 403~~ employees ~~covered by collective bargaining agreements are represented by the USW with collective bargaining agreements effective through January 31~~, ~~2026.~~representing Weapproximately ~~also~~22% ~~employ~~of ~~three employees in Montana in~~ our ~~Rocky Mountain Pipeline & Terminals business that are represented by the Rocky Mountain Union (“RMU”) with a collective bargaining agreement effective through October 1~~workforce, ~~2025.~~were ~~However,~~employed weat ~~may not be able to prevent a strike or work stoppage in the future and any such work stoppage could cause disruptions in~~ our ~~business and have a material adverse effect on our business~~Hawaii, ~~financial condition~~Washington, ~~results~~and ofMontana ~~operations,~~refineries and ~~cash~~were ~~flows.~~represented

by the United Steelworkers Union under collective bargaining agreements that expired January 31, 2026, and are currently subject to 24-hour extension periods while the parties continue their negotiations. In addition, three employees in our Mainland Logistics business in Montana were represented by the Rocky Mountain Union under an agreement effective through October 1, 2026. However, we may not be able to prevent a strike or work stoppage in the future and any such work stoppage could cause disruptions in our business and have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Changes in the availability of and the cost of labor could adversely affect our business.

Changes in labor markets due to various factors, including inflationary pressures, have increased the competition for recruiting and retaining talent. As a result of these factors, our business could be adversely impacted by increases in labor, health care, and benefits costs necessary to attract and retain high quality employees with the right skill sets to meet our needs. In addition, our wages and benefits programs may be insufficient to attract and retain top performing employees, especially in a rising wage market. Any failure by us to attract, develop, retain, motivate, and maintain good relationships with qualified individuals could adversely affect our business and results of operations.

Technological change or adverse changes in global economic conditions could affect the demand for transportation fuels and impact our business and financial condition in ways that we currently cannot predict.

A recession or prolonged economic downturn would adversely affect the business and economic environment in which we operate. These conditions increase the risks associated with the creditworthiness of our suppliers, customers, and business partners. The consequences of such adverse effects could include interruptions or delays in our suppliers’ performance of our contracts, reductions and delays in customer purchases, delays in or the inability of customers to obtain financing to purchase our products, and bankruptcy of customers. Additionally, technological changes or innovations related to, among other things, electric vehicles or autonomous driving may create risks to our business that we are unable to predict. Any of these events may adversely affect our financial condition, cash flows, and profitability.

RISKS RELATED TO OUR COMMON STOCK

Because we have no near term plans to pay cash dividends on our common stock, investors must look solely to stock appreciation for a return on their investment in us.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate declaring or paying any cash dividends on our common stock in the near term. Any future determination as to the declaration and payment of cash dividends will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, and other factors that our board of directors considers relevant.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our common stock, or if our operating results do not meet their expectations, our stock price could decline.

The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrades our common stock or if our operating results do not meet their expectations, our stock price could decline.

The price of our common stock historically has been volatile. This volatility may affect the price at which you could sell your common stock.

The market price for our common stock has varied between a high of $4047.3420 on ~~February~~December 261, ~~2024~~2025, and a low of $1512.0923 on ~~December~~April 2015, ~~2024~~2025, during the year ended December 31, ~~2024~~2025. This volatility may affect the price at which you could sell your common stock. Our stock price is likely to continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors; variations in our quarterly operating results from our expectations or those of securities analysts or investors; downward revisions in securities analysts’ estimates; and announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, or capital commitments.

An impairment of an equity investment, a long-lived asset, or goodwill could reduce our earnings or negatively impact the value of our common stock.

Consistent with U.S. generally accepted accounting principles (“GAAP”), we evaluate our goodwill for impairment at least annually and our equity investments and long-lived assets, including intangible assets with finite useful lives, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For the investments we account for under the equity method, such as Laramie Energy, the impairment test requires us to consider whether the fair value of the equity investment as a whole, not the underlying net assets, has declined and whether that decline is other than temporary. If we determine that an other-than-temporary impairment is indicated, we would be required to recognize a non-cash charge to earnings with a correlative effect on equity and balance sheet leverage as measured by debt to total capitalization. Any impairment charges could have a negative impact on the price of our common stock. Additionally, there can be no assurance that no future impairment charge will be made with respect to our equity investments, goodwill, and long-lived assets.

The market for our common stock has been historically illiquid, which may affect your ability to sell your shares.

The volume of trading in our common stock has historically been low. The lack of substantial liquidity can adversely affect the price of our stock at a time when you might want to sell your shares. There is no guarantee that an active trading market for our common stock will develop or be maintained on the NYSE, or that the volume of trading will be sufficient to allow for timely trades. Investors may not be able to sell their shares quickly or at the latest market price if trading in our stock is not active or if trading volume is limited. In addition, if trading volume in our common stock is limited, trades of relatively small numbers of shares may have a disproportionate effect on the market price of our common stock.

Delaware law, our charter documents, and concentrated stock ownership may impede or discourage a takeover, which could reduce the market price of our common stock.

We are a Delaware corporation and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change in control would be beneficial to our existing stockholders. For example, the change in ownership limitations contained in Article 11 of our certificate of incorporation could have the effect of discouraging or impeding an unsolicited takeover proposal. In addition, our board of directors or a committee thereof has the power, without stockholder approval, to designate the terms of one or more series of preferred stock and issue shares of preferred stock. The ability of our board of directors or a committee thereof to create and issue a new series of preferred stock and certain provisions of Delaware law and our certificate of incorporation and bylaws could impede a merger, takeover, or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock, which, under certain circumstances, could reduce the market price of our common stock.

Based on Schedule 13G filed on ~~February~~April 530, 2025, Blackrock, Inc., together with its affiliates, owns or had the right to acquire approximately 1713.18% of our outstanding common stock. Based on Schedule 13G filed on November 5, 2025, The Vanguard Group, together with its affiliates, owns or had the right to acquire approximately 10.3% of our outstanding common stock. This level of ownership of shares of our common stock could have the effect of discouraging or impeding an unsolicited acquisition proposal.

We may issue preferred stock with terms that could adversely affect the voting power or value of our common stock and any future issuances of our common stock may reduce our stock price.

Our certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations, and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock.

Additionally, we are not restricted from issuing additional shares of common stock, or securities convertible into common stock, under a registration statement declared effective by the SEC. We cannot predict the size of future issuances of our common stock. However, one or more large issuances of our common stock, or securities convertible into our common stock, may adversely affect the prevailing market price of our common stock.

Investor sentiment towards climate change, fossil fuels, sustainability, and other Environmental, Social, and Governance (“ESG”) matters could adversely affect our business and our stock price.

There have been efforts in recent years aimed at the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities, and other groups, to promote the divestment of shares of energy companies, as well as to pressure lenders and other financial services companies to limit or curtail activities with energy companies. As a result, some financial intermediaries, investors, and other capital markets participants have reduced or ceased lending to, or investing in, companies that operate in industries with higher perceived environmental exposure, such as the energy industry. If divestment efforts are continued, the price of our common stock or debt securities, and our ability to access capital markets or to otherwise obtain new investment or financing, may be negatively impacted.

result, some financial intermediaries, investors, and other capital markets participants have reduced or ceased lending to, or investing in, companies that operate in industries with higher perceived environmental exposure, such as the energy industry. If divestment efforts are continued, the price of our common stock or debt securities, and our ability to access capital markets or to otherwise obtain new investment or financing, may be negatively impacted.

Members of the investment community are also increasing their focus on ESG practices and disclosures, including practices and disclosures related to GHG emissions and climate change in the energy industry in particular, and diversity and inclusion initiatives and governance standards among companies more generally. As a result, we may face increasing pressure regarding our ESG practices and disclosures. Additionally, members of the investment community may screen companies such as ours for ESG performance before investing in our common stock or debt securities or lending to us. Over the past few years there has also been an acceleration in investor demand for ESG investing opportunities, and many large institutional investors have committed to increasing the percentage of their portfolios that are allocated towards ESG-focused investments. As a result, there has been a proliferation of ESG-focused investment funds seeking ESG-oriented investment products.

If we are unable to meet the ESG standards or investment or lending criteria set by these investors and funds, we may lose investors, investors may allocate a portion of their capital away from us, our cost of capital may increase, the price of our common stock and debt securities may be negatively impacted, and our reputation may also be negatively affected.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 1C. CYBERSECURITY

We maintain a cybersecurity program that is reasonably designed to protect our information, and that of our customers, against cybersecurity threats that could have material adverse effects on the integrity and effectiveness of our information systems.

The ~~Audit~~Information ~~Committee~~Technology (“IT”) committee of our Board of Directors, together with the Audit committee, oversees the Company’s enterprise risk management process, including the management of risks arising from cybersecurity threats. The ~~Audit~~IT ~~Committee~~committee typically reviews the measures implemented by the Company to identify and mitigate ~~these~~cybersecurity risks on a quarterly basis. As part of such reviews, the ~~Audit~~IT ~~Committee~~committee receives reports and presentations from the Company’s Chief Information Officer (CIO) that address a wide range of topics, including recent developments, evolving standards, oversight of third-party vendors, and technological trends related to cybersecurity. The full Board of Directors often attends these presentations. Additionally, at least once each year the CIO briefs the Audit Committee on the results of an independent third-party assessment of the Company’s cybersecurity and the Company’s Information Technology (“IT”) incident response and recovery plan.

At the management level, our cybersecurity strategy is managed by the CIO. The CIO’s extensive experience in technology and risk management, including prior work experience inat ~~cybersecurity~~organizations of similar complexity, complemented by other members of our IT department and third-party vendors, form the backbone of our cybersecurity capability. Our cybersecurity program is based on recognized best practices and standards for cybersecurity and IT, including the National Institute of Standards and Technology Cybersecurity Framework. Cybersecurity incidents that meet established reporting thresholds are escalated within the Company to the CIO and the Company’s executive leadership team and, where appropriate, reported to the IT committee and Board of Directors.

recognized best practices and standards for cybersecurity and IT, including the National Institute of Standards and Technology Cybersecurity Framework. Cybersecurity incidents that meet established reporting thresholds are escalated within the Company to the CIO and the Company’s executive leadership team and, where appropriate, reported to Audit Committee and Board of Directors.

Cybersecurity threats and related incidents have not had a material impact on the company to date, but future cybersecurity incidents could have a material effect on our business, financial condition, and results of operations. Moreover, cybersecurity insurance may not be available on commercially reasonable terms. While we have not experienced any material cybersecurity incidents, there can be no guarantee that we will not be the subject of future successful attacks. Additional information on cybersecurity risks we face can be found in Part I, Item 1A. — Risk Factors.

Item 2. PROPERTIES

Please read “Item 1. — Business” of this Form 10-K for the location and general character of the properties used in our refining, logistics, and retail segments. Our corporate headquarters are located at 825 Town & Country Lane, Suite 1500, Houston, Texas 77024. We believe that these properties and facilities are adequate for our operations and are maintained in a good state of repair.

Natural Gas and Oil Properties

Laramie Energy

All of the assets held by Laramie Energy are located in Garfield, Mesa, and Rio Blanco counties, Colorado. All of the natural gas, natural gas liquids, and condensate are produced primarily from the Mesaverde formation and to a lesser extent the Mancos formation and some of the acreage is contiguous. The geology of the Piceance Basin is characterized as highly consistent and predictable over large areas, which generally equates to reliable timing and cost expectations during drilling and completion activities, as well as minimal well-to-well variance in production and reserves when completed with the same methodology. During the year ended December 31, 2023, we resumed the application of the equity method of accounting for our investment in Laramie Energy. As of December 31, ~~2024~~2025, the balance of our investment in Laramie Energy on our consolidated balance sheets was $1235.58 million.

Other

We also own certain immaterial minority interests in wells located in Colorado.

Item 3. 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. Except as described in “Note 1819—Commitments and Contingencies” to our consolidated financial statements under Item 8 of this Form 10-K, as of the date of this Annual Report on Form 10-K, no legal proceedings are pending against us that we believe individually or collectively could have a materially adverse effect upon our financial condition, results of operations, or cash flows.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

2729

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND COMPANY PURCHASES OF EQUITY SECURITIES

Market Information

On February 20, 2018, our common stock began trading on the NYSE under the symbol “PARR.” Prior to that date, our common stock was traded on the NYSE American under the symbol “PARR.” Effective November 5, 2025, our common stock is dual listed on NYSE Texas. The NYSE will remain our primary exchange, and we will continue to trade under the ticker symbol “PARR” on both exchanges. As of February 2120, ~~2025~~2026, there were ~~126~~124 common stockholders of record. On February 2120, ~~2025~~2026, the closing price of our common stock was $1542.6275 per share on the NYSE.

Dividends

We have not paid dividends on our common stock and we do not expect to do so in the foreseeable future.

Stock Performance Graph

The following performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be deemed to be incorporated by reference into any future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended.

This performance graph and the related textual information are based on historical data and are not indicative of future performance. The following line graph compares the cumulative total return on an investment in our common stock against the cumulative total return of the S&P 500 Composite Index and an index of peer companies (that we selected) for the five fiscal years ended December 31, ~~2024~~2025. The performance graph of our peer group is weighted by market value at the beginning of the period and our peer group consists of the following companies: Calumet Inc, Casey’s General Stores, Inc., Crossamerica Partners, L.P., CVR Energy, Inc., Darling Ingredients Inc., Delek US Holdings, Inc., Green Plains Inc., HF Sinclair Corp, ~~Parkland Corp,~~ PBF Energy, Inc., Stepan Company, Sunoco, L.P., and Tronox Holdings, PLC~~, and Vertex Energy, Inc~~.

*$100 invested on December 31, 2019 in stock or index, including reinvestment of dividends.30

28*$100 invested on December 31, 2020 in stock or index, including reinvestment of dividends.

Recent Sales of Unregistered Securities

During the year ended December 31, ~~2024~~2025, we did not have any sales of securities in transactions that were not registered under the Securities Act that have not been reported on Form 8-K or Form 10-Q.

Company Purchases of Equity Securities

The following table sets forth certain information with respect to repurchases of our common stock during the quarter ended December 31, ~~2024~~2025:

Period	Total 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)
October 1 - October 31, 2024	78,349	$	17.22	77,054	$	60,011,282
October 1 - October 31, 2025	709	$	35.82	—	$	164,987,556
November 1 - November 30, 2024	173,226	17.38		173,226	57,000,395
November 1 - November 30, 2025	37,692	41.71		36,981	163,447,134
December 1 - December 31, 2024	664,870	15.99		664,870	46,368,980
December 1 - December 31, 2025	686,039	38.32		685,694	137,172,728
Total	~~916~~724,~~445~~440	$	1638.3649	~~915~~722,~~150~~675	$	46137,~~368~~172,~~980~~728

________________________________________________

(1)On November 10, 2021, the Board authorized and approved a share repurchase program for up to $50 million of the currently outstanding shares of the Company’s common stock, with no specified end date. On August 2, 2023, the Board approved expanding the Company’s share repurchase authorization from $50 million to $250 million. 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 year ended December 31, ~~2024~~2025, 56.05 million shares were repurchased under this share repurchase program for a total of $~~136~~123.79 million. Shares repurchased that were not associated with the share repurchase program were surrendered by employees to pay taxes withheld upon the vesting of restricted stock awards. Please read “Note 1920—Stockholders’ Equity” to our consolidated financial statements under Item 8 of this Form 10-K for further information.

Item 6. [RESERVED]

2931

Item 7. 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 “Part I –Item 1. — Business—Overview” of this Form 10-K.

Known Trends or Uncertainties

While the market indices presented below under “Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations” are representative of the results of our refineries, each refinery’s realized gross margin on a per barrel basis will differ from the benchmark due to a variety of factors that affect the performance of the specific refinery. These factors include, but are not limited to, the actual type and timing of crude oil throughput; product yields; transportation and storage costs; fuel burn; product premiums or discounts; inventory fluctuations; feedstock and product purchases; commodity price risk-management activities; crude oil purchase financing activities; and other factors not reflected in the benchmark refining margin. We operate in logistically complex, niche markets and, as such, each of our refineries has unique cost advantages and disadvantages as compared to their respective relevant market indices.

Recent Events Affecting Comparability of Periods

~~Inflation.~~Operational ~~Energy prices are, among other factors, indicators of inflation, and the U~~Update.S. ~~Federal~~Our ~~Reserve~~Wyoming ~~(the~~refinery ~~“Fed”)~~experienced ~~has~~an ~~taken~~operational ~~significant~~incident ~~steps~~on ~~to curb inflation. After aggressively raising interest rates in 2022 and early 2023 to bring down inflation,~~ the ~~Fed~~evening ~~cut interest rates in 2024 in response to positive indicators~~ of ~~economic~~February ~~growth~~12, ~~including~~2025, ~~easing labor market conditions~~ and ~~lower~~remained ~~inflation.~~safely ~~Interest~~idled ~~rates~~during ~~decreased~~repair toand arecovery ~~range~~work ofthrough ~~4.25%~~late toApril ~~4.50%~~2025, inwhen ~~December~~the ~~2024~~refinery ~~from~~returned ~~5.25%~~ to ~~5.50%~~full ~~in December 2023. Crude oil pricing decreased in 2024 compared to 2023. Brent~~ crude ~~oil pricing averaged $79~~operations.86 ~~per barrel in 2024 compared to $82.17 per barrel in 2023.~~ The ~~U.S.~~66 ~~retail~~days ~~price~~of ~~for~~idle ~~regular-grade~~time ~~gasoline~~impacted ~~averaged~~comparability ~~$3.30~~between ~~per~~the ~~gallon~~year inended ~~2024 compared to $3.52 per gallon in 2023. This decline was due~~December 31, in part, to lower crude oil prices in 2024 compared to 2023, as noted above, as well as lower global demand primarily driven by decreased demand in China. The International Energy Agency (“IEA”) revised its forecast in its February 2025 ~~Oil Market Report~~, ~~which projected higher global oil demand in 2025 citing China, India,~~ and ~~other emerging Asian economies as the primary sources of growth. The overall energy index increased to 3.6% year over year as of~~ December ~~2024. While inflation has improved relative to prior years~~ 31, ~~we do not believe that inflation has had a material effect on our business, financial condition or results of operations in~~ 2024. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases, or price increases could lead to a decline in demand for our products, which could have a material effect on our business, financial condition, or results of operations.

~~Geopolitical~~Small ~~Conflicts~~Refinery Exemption. ~~Given~~In August 2025, the ~~nature~~U.S. ofEnvironmental Protection Agency (“EPA”) granted our ~~operations,~~mainland ~~including~~refineries ~~sourcing~~a ~~crude~~combination ~~oil~~of full (100%) and ~~feedstocks,~~partial ~~geopolitical~~(50%) ~~conflicts~~small ~~may~~refinery ~~affect~~exemptions ~~our~~(“SREs”) ~~business~~from ~~and~~the ~~results~~Renewable ofFuel ~~operations~~Standard (the “RFS”) program for the 2019 through 2024 compliance years. ~~The~~As ~~Russia-Ukraine~~a ~~war,~~result of our historical compliance with the ~~Israel-Palestine~~RFS ~~conflict~~program, ~~Houthi~~we ~~attacks~~received inpreviously retired Renewable Identification Numbers (“RINs”) related to the ~~Red~~2019 ~~Sea,~~through ~~and~~2023 ~~Iranian~~compliance ~~activities~~years infrom the ~~Strait~~EPA and relieved a portion of ~~Hormuz~~our ~~have~~2024 ~~all~~RVO, ~~continued~~recording toa ~~disrupt~~corresponding ~~global~~gain ~~trade~~of ~~patterns,~~$199.5 million ~~increase~~in ~~crude~~Net ~~oil~~Income ~~price~~on ~~volatility,~~our ~~and~~consolidated ~~increase~~statements ~~freight~~of ~~costs~~operations ~~and~~for ~~delivery~~the ~~times~~year ended December 31, 2025. ~~The~~This ~~overall~~also ~~effect~~resulted in gains of ~~these~~$195.9 million ~~conflicts~~in ~~and~~Adjusted ~~actions~~Net ~~taken~~Income (Loss) attributable to ~~limit~~Par Pacific stockholders and $202.6 million in Adjusted EBITDA for the ~~purchase~~year ended December 31, 2025. As of ~~Russian~~December 31, ~~petroleum~~2025, ~~products~~the inEPA ~~response~~has not made a determination with respect to small refinery exemptions for the ~~Russia-Ukraine~~2025 ~~war~~compliance ~~have~~year. ~~raised~~Accordingly, our recorded RFS obligation for the ~~operating~~year ~~costs~~ended December 31, 2025, reflects 100% of ~~many~~the ~~European~~RFS ~~and~~obligation ~~other~~for ~~refineries.~~the period with no assumption of SRE relief.

Renewable Fuels Facility Joint Venture. On July 21, 2025, we and Hawaii Renewables, LLC (“Hawaii Renewables”), entered into a definitive Equity Contribution Agreement (the “Equity Contribution Agreement”) with Alohi Renewable Energy LLC (“Alohi”), an entity owned by Mitsubishi Corporation and ENEOS Corporation, to establish Hawaii Renewables as a joint venture. The joint venture was formed for the development, construction, ownership, and operation of the renewable fuels manufacturing facility co-located with our Hawaii refinery (“Renewable Fuels Facility”).

On October 21, 2025, we completed the transaction to form the Hawaii Renewables joint venture. Following the closing of the transaction, we held a 63.5% ownership interest in Hawaii Renewables and Alohi held the remaining 36.5% ownership interest. We will operate and manage the day-to-day operations at the Renewable Fuels Facility on behalf of Hawaii Renewables and provide certain services, such as construction management services, operating and corporate services, and terminalling services, to Hawaii Renewables. In addition, at the closing of the transaction, we contributed certain assets to Hawaii Renewables and Alohi contributed $100.0 million in cash in exchange for a minority interest. In connection with the transaction, Hawaii Renewables distributed $83.0 million to Par and approximately $17.0 million of Alohi’s contribution was retained by Hawaii Renewables to fund remaining construction and initial working capital. The Renewable Fuels Facility is expected to commence operations in the first half of 2026.

Inflation. Energy prices are, among other factors, indicators of inflation, and the U.S. Federal Reserve (the “Fed”) has taken significant steps to curb inflation. After aggressively raising interest rates in early 2023 to bring down inflation, the Fed cut interest rates in 2024 and 2025 in response to positive indicators of economic growth, including easing labor market conditions and lower inflation. Interest rates decreased to a range of 3.50% to 3.75% in December 2025 from 4.25% to 4.50% in December 2024. Crude oil prices decreased in 2025 compared to 2024. Brent crude oil prices averaged $68.19 per barrel in 2025 compared to $79.86 per barrel in 2024. The U.S. retail price for regular-grade gasoline averaged $3.10 per gallon in 2025 compared to $3.30 per gallon in 2024. This decline was due, in part, to lower crude oil prices in 2025 compared to 2024, as

noted above. The decrease in crude prices in 2025 was primarily due to increased global oil inventories driven by increased production by the Organization of the Petroleum Exporting Countries (“OPEC”) in the second half of 2025. The overall energy index increased to 7.7% year over year as of December 2025. While inflation has improved relative to prior years, we do not believe that inflation has had a material effect on our business, financial condition or results of operations in 2025. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases, or price increases could lead to a decline in demand for our products, which could have a material effect on our business, financial condition, or results of operations.

Geopolitical Conflicts. Given the nature of our operations, including sourcing crude oil and feedstocks, geopolitical conflicts may affect our business and results of operations. The Russia-Ukraine war, the Israel-Palestine conflict, the political activity in Venezuela, Houthi-related disruptions in the Red Sea, and tensions involving Iran and the Strait of Hormuz have all continued to disrupt global trade patterns, increase crude oil price volatility, and, at times, increase freight costs and delivery times. Sanctions, price caps, and related restrictions on Russian crude oil and petroleum products, as well as evolving U.S. sanctions and licensing regimes affecting Venezuela’s petroleum sector, have further reshaped crude and refined product trade patterns, which may indirectly affect our business through changes in the availability and pricing of crude oil and feedstocks, and increased volatility in refining margins. Further escalation, renewed maritime disruptions, or additional sanctions could adversely affect our supply economics, operating costs, and results of operations.

We continue to actively monitor the impact of these and other global situations on our people, operations, financial condition, liquidity, suppliers, customers, and industry, and are actively responding to the impacts that these matters have on our business. Please read “Item 1A. — Risk Factors” for more information on risks and uncertainties, including those related to economic factors, and their potential impacts on our business.

For purposes of this section, “legacy portfolio” and “legacy refining operations” refer to our Hawaii, Wyoming, and Washington refineries, and exclude our Montana refinery acquired in June 2023.

Results of Operations

Year Ended December 31, ~~2024~~2025 Compared to Year Ended December 31, ~~2023~~2024

Net Income (Loss) Attributable to Par Pacific Stockholders. Our financial results for the year ended December 31, ~~2024~~2025, ~~declined~~improved from anet ~~Net~~loss ~~income~~attributable to Par Pacific stockholders of $~~728~~33.63 million for the year ended December 31, ~~2023~~2024, to anet ~~Net~~income ~~loss~~attributable to Par Pacific stockholders of $33369.34 million for the year ended December 31, ~~2024~~2025. The ~~decrease~~increase was driven by a $~~658~~469.86 million ~~decrease~~increase in refining segment ~~Operating~~operating income, a $~~109~~23.6 million ~~decrease~~increase in ~~Income~~equity ~~tax~~earnings ~~benefit~~from Laramie Energy, LLC, a $2510.3 million decrease in ~~Equity~~general ~~earnings~~and ~~from~~administrative ~~Laramie Energy~~expenses, ~~LLC~~and a $9.9 million increase in retail segment operating income, ~~and~~partially offset by a $17116.45 million increase in ~~general~~income tax expense. Please read the discussions of segment and consolidated results below for additional information.

30Adjusted EBITDA and Adjusted Net Income Attributable to Par Pacific Stockholders. For the year ended December 31, 2025, Adjusted EBITDA was $633.5 million compared to $238.7 million for the year ended December 31, 2024. The $394.8 million improvement was primarily related to a $382.3 million increase in our refining segment Adjusted Gross Margin and an $11.8 million increase in our logistics segment Adjusted Gross Margin. Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information.

~~administrative~~For ~~expenses,~~the ~~partially~~year ~~offset~~ended byDecember 31, a2025, ~~$19.7~~Adjusted ~~million~~Net ~~increase~~Income inattributable ~~logistics~~to ~~segment~~Par ~~Operating~~Pacific ~~income,~~stockholders awas $17390.51 million ~~decrease~~compared into ~~Debt~~$21.2 ~~extinguishment~~million ~~and~~for ~~commitment~~the ~~costs~~year ended December 31, ~~and~~2024. aThe $17368.49 million ~~decrease~~improvement inwas ~~Acquisition~~primarily ~~and integration costs~~ related to ~~our~~the ~~Billings~~same ~~Acquisition.~~factors ~~Please~~described ~~read~~above for the ~~discussions~~increase ofin ~~segment~~Adjusted ~~and~~EBITDA, ~~consolidated~~partially ~~results~~offset ~~below~~by ~~for~~a ~~additional information~~$12.7 million increase in

Adjusted EBITDA and Adjusted Net Income. For the year ended December 31, 2024, Adjusted EBITDA was $238.7 million compared to $696.2 million for the year ended December 31, 2023. The decrease was primarily related to a $376.7 million decrease in our refining segment Adjusted Gross Margin and a $98.7 million increase in operating expenses, partially offset by increases of $14.6 million and $9.4 million in our logistics and retail segment Adjusted Gross Margins, respectively. Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information.

For the year ended December 31, 2024, Adjusted Net Income was $21.2 million compared to $501.2 million for the year ended December 31, 2023. The decline was primarily related to the same factors described above for the decrease in Adjusted EBITDA, as well as a $12.0 million increase in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains), an $11.8 million increase in Depreciation and amortization, and a $9.2 million decrease in cash distributions received from Laramie Energy, LLC, partially offset by a decrease in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items of $13.3 million.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Net Income. Our financial results for the year ended December 31, 2023, improved from a Net income of $364.2 million for the year ended December 31, 2022, to $728.6 million for the year ended December 31, 2023. The increase was driven by a $274.3 million increase in refining segment Operating income, an increase of $116.0 million in Income tax benefit, and a $15.7 million increase in logistics segment Operating income, partially offset by a $29.0 million increase in general and administrative expenses, a $13.8 million increase in Acquisition and integration costs related to our Billings Acquisition, and a $2.4 million increase in expenses related to Par West redevelopment. Please read the discussions of segment and consolidated results below for additional information.

Adjusted EBITDA and Adjusted Net Income. For the year ended December 31, 2023, Adjusted EBITDA was $696.2 million compared to $643.4 million for the year ended December 31, 2022. The improvement was primarily related to an increase of $54.7 million in our refining segment, an increase of $22.3 million in our logistics segment, and an increase of $8.0 million in our retail segment, partially offset by a decrease of $32.3 million in our corporate segment. Please read the discussion of segment results below for additional information.

For the year ended December 31, 2023, Adjusted Net Income was $501.2 million compared to an Adjusted Net Income of $474.7 million for the year ended December 31, 2022. The improvement was primarily related to the same factors described above for the increase in Adjusted EBITDA, partially offset by a $20.0 million increase in Depreciation and amortization.

The following table summarizes our consolidated results of operations for the years ended December 31, 2024, 2023, and 2022 (in thousands). The following should be read in conjunction with our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.

	Year Ended December 31,
	2024		2023		2022
Revenues	$	7,974,457	$	8,231,955	$	7,321,785
Cost of revenues (excluding depreciation)	7,101,148		6,838,109		6,376,014
Operating expense (excluding depreciation)	584,282		485,587		333,206
Depreciation and amortization	131,590		119,830		99,769
General and administrative expense (excluding depreciation)	108,844		91,447		62,396
Equity earnings from refining and logistics investments	(11,905)		(11,844)		—
Acquisition and integration costs	100		17,482		3,663
Par West redevelopment and other costs	12,548		11,397		9,003
Loss (gain) on sale of assets, net	222		(59)		(169)
Total operating expenses	7,926,829		7,551,949		6,883,882
Operating income	47,628		680,006		437,903
Other income (expense)
Interest expense and financing costs, net	(82,793)		(72,450)		(68,288)
Debt extinguishment and commitment costs	(1,688)		(19,182)		(5,329)
Other income (expense), net	(1,869)		(53)		613
Equity earnings (losses) from Laramie Energy, LLC	(296)		24,985		—
Total other expense, net	(86,646)		(66,700)		(73,004)
Income (loss) before income taxes	(39,018)		613,306		364,899
Income tax benefit (expense)	5,696		115,336		(710)
Net income (loss)	$	(33,322)	$	728,642	$	364,189

The following tables summarize our Operating income (loss) by segment for the years ended December 31, 2024, 2023, and 2022 (in thousands). The following should be read in conjunction with our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.

Year ended December 31, 2024	Refining		Logistics (1)		Retail		Corporate, Eliminations and Other (2)		Total
Revenues	$	7,733,866	$	299,532	$	584,760	$	(643,701)	$	7,974,457
Cost of revenues (excluding depreciation)	7,149,264		175,590		420,064		(643,770)		7,101,148
Operating expense (excluding depreciation)	479,737		15,676		88,869		—		584,282
Depreciation and amortization	91,108		27,033		11,037		2,412		131,590
General and administrative expense (excluding depreciation)	—		—		—		108,844		108,844
Equity earnings from refining and logistics investments	(3,663)		(8,242)		—		—		(11,905)
Acquisition and integration costs	—		—		—		100		100
Par West redevelopment and other costs	—		—		—		12,548		12,548
Loss (gain) on sale of assets, net	8		124		(10)		100		222
Operating income (loss)	$	17,412	$	89,351	$	64,800	$	(123,935)	$	47,628

Year ended December 31, 2023	Refining		Logistics (1)		Retail		Corporate, Eliminations and Other (2)		Total
Revenues	$	7,969,480	$	260,779	$	592,480	$	(590,784)	$	8,231,955
Cost of revenues (excluding depreciation)	6,845,834		145,944		437,198		(590,867)		6,838,109
Operating expense (excluding depreciation)	373,612		24,450		87,525		—		485,587
Depreciation and amortization	81,017		25,122		11,462		2,229		119,830
General and administrative expense (excluding depreciation)	—		—		—		91,447		91,447
Equity earnings from refining and logistics investments	(7,363)		(4,481)		—		—		(11,844)
Acquisition and integration costs	—		—		—		17,482		17,482
Par West redevelopment and other costs	—		—		—		11,397		11,397
Loss (gain) on sale of assets, net	219		—		(308)		30		(59)
Operating income (loss)	$	676,161	$	69,744	$	56,603	$	(122,502)	$	680,006

Year ended December 31, 2022	Refining		Logistics (1)		Retail		Corporate, Eliminations and Other (2)		Total
Revenues	$	7,046,060	$	198,821	$	570,206	$	(493,302)	$	7,321,785
Cost of revenues (excluding depreciation)	6,332,694		109,458		428,712		(494,850)		6,376,014
Operating expense (excluding depreciation)	236,989		14,988		81,229		—		333,206
Depreciation and amortization	65,472		20,579		10,971		2,747		99,769
General and administrative expense (excluding depreciation)	—		—		—		62,396		62,396
Acquisition and integration costs	—		—		—		3,663		3,663
Par West redevelopment and other costs	9,003		—		—		—		9,003
Loss (gain) on sale of assets, net	1		(253)		56		27		(169)
Operating income (loss)	$	401,901	$	54,049	$	49,238	$	(67,285)	$	437,903

________________________________________________________

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

(2)Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $643.7 million, $590.8 million, and $493.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

~~Below~~income istax aexpense, ~~summary~~net of ~~key~~impacts ~~operating~~due ~~statistics~~to ~~for~~changes in the ~~refining~~valuation ~~segment~~allowance ~~for~~and ~~the~~other ~~years~~deferred ~~ended~~tax ~~December 31~~items, ~~2024,~~and ~~2023,~~a ~~and~~$12.7 ~~2022:~~million increase in D&A.

	Year Ended December 31,
	2024			2023			2022
Total Refining Segment
Feedstocks Throughput (Mbpd) (1)	186.7			170.3			133.8
Refined product sales volume (Mbpd) (1)	199.9			183.1			140.3
Hawaii Refinery
Feedstocks Throughput (Mbpd)	81.1			80.8			81.8
Yield (% of total throughput)
Gasoline and gasoline blendstocks	26.2		%	26.3		%	25.6		%
Distillates	38.9		%	40.4		%	38.8		%
Fuel oils	31.3		%	28.9		%	31.4		%
Other products	0.2		%	1.1		%	0.7		%
Total yield	96.6		%	96.7		%	96.5		%
Refined product sales volume (Mbpd)	89.3			89.1			84.0
Adjusted Gross Margin per bbl ($/throughput bbl) (2)	$	9.34		$	15.25		$	13.99
Production costs per bbl ($/throughput bbl) (3)	4.58			4.57			4.86
D&A per bbl ($/throughput bbl)	0.43			0.65			0.67
Montana Refinery
Feedstocks Throughput (Mbpd) (1)	49.9			54.4			—
Yield (% of total throughput)
Gasoline and gasoline blendstocks	48.0		%	48.1		%	—		%
Distillates	31.9		%	32.0		%	—		%
Asphalt	10.9		%	12.1		%	—		%
Other products	3.9		%	3.2		%	—		%
Total yield	94.7		%	95.4		%	—		%
Refined product sales volume (Mbpd) (1)	53.2			58.6			—
Adjusted Gross Margin per bbl ($/throughput bbl) (2)	$	11.37		$	21.14		$	—
Production costs per bbl ($/throughput bbl) (3)	12.42			10.78			—
D&A per bbl ($/throughput bbl)	1.83			1.45			—
Washington Refinery
Feedstocks Throughput (Mbpd)	38.2			40.0			35.5
Yield (% of total throughput)
Gasoline and gasoline blendstocks	23.9		%	23.5		%	24.0		%
Distillates	34.5		%	34.5		%	34.3		%
Asphalt	18.8		%	19.7		%	20.3		%
Other products	19.3		%	18.7		%	18.2		%
Total yield	96.5		%	96.4		%	96.8		%

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Net Income (Loss) Attributable to Par Pacific Stockholders. Our financial results for the year ended December 31, 2024, declined from net income attributable to Par Pacific stockholders of $728.6 million for the year ended December 31, 2023, to net loss attributable to Par Pacific stockholders of $33.3 million for the year ended December 31, 2024. The decrease was driven by a $658.8 million decrease in refining segment Operating income, a $109.6 million decrease in Income tax benefit, a $25.3 million decrease in Equity earnings from Laramie Energy, LLC, and a $17.4 million increase in general and administrative expenses, partially offset by a $19.7 million increase in logistics segment Operating income, a $17.5 million decrease in Debt extinguishment and commitment costs, and a $17.4 million decrease in Acquisition and integration costs related to our Billings Acquisition. 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 year ended December 31, 2024, Adjusted EBITDA was $238.7 million compared to $696.2 million for the year ended December 31, 2023. The decrease was primarily related to a $376.7 million decrease in our refining segment Adjusted Gross Margin and a $98.7 million increase in operating expenses, partially offset by increases of $14.6 million and $9.4 million in our logistics and retail segment Adjusted Gross Margins, respectively. Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information.

For the year ended December 31, 2024, Adjusted Net Income attributable to Par Pacific stockholders was $21.2 million compared to $501.2 million for the year ended December 31, 2023. The decline was primarily related to the same factors described above for the decrease in Adjusted EBITDA, as well as a $12.0 million increase in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains), an $11.8 million increase in Depreciation and amortization, and a $9.2 million decrease in cash distributions received from Laramie Energy, LLC, partially offset by a decrease in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items of $13.3 million.

	Year Ended December 31,
	2024			2023			2022
Refined product sales volume (Mbpd)	39.2			41.7			39.7
Adjusted Gross Margin per bbl ($/throughput bbl) (2)	$	3.25		$	9.41		$	18.00
Production costs per bbl ($/throughput bbl) (3)	4.28			4.12			4.01
D&A per bbl ($/throughput bbl)	1.97			1.91			2.19
Wyoming Refinery
Feedstocks Throughput (Mbpd)	17.5			17.6			16.5
Yield (% of total throughput)
Gasoline and gasoline blendstocks	46.9		%	47.1		%	49.7		%
Distillates	47.1		%	46.7		%	43.1		%
Fuel oil	2.4		%	2.5		%	2.4		%
Other products	2.1		%	1.5		%	2.1		%
Total yield	98.5		%	97.8		%	97.3		%
Refined product sales volume (Mbpd)	18.2			17.9			16.6
Adjusted Gross Margin per bbl ($/throughput bbl) (2)	$	13.73		$	25.15		$	26.50
Production costs per bbl ($/throughput bbl) (3)	8.10			7.50			7.32
D&A per bbl ($/throughput bbl)	2.71			2.69			2.85
Par Pacific Indices ($ per barrel)
Hawaii Index (4)	$	7.21		$	13.06		$	19.21
Montana Index (5)	14.39			23.71			26.84
Washington Index (6)	4.13			9.81			19.85
Wyoming Index (7)	16.47			24.48			26.33
Market Cracks (average $ per barrel)
Singapore 3.1.2 Product Crack (4)	$	13.36		$	19.50		$	25.43
Montana 6.3.2.1 Product Crack (5)	21.59			30.15			35.93
Washington 3.1.1.1 Product Crack (6)	12.11			17.91			29.58
Wyoming 2.1.1 Product Crack (7)	18.48			27.52			32.35
Crude Oil Prices (average $ per barrel) (8)
Brent	$	79.86		$	82.17		$	99.04
WTI	75.76			77.60			94.33
ANS (-) Brent	1.55			0.95			3.27
Bakken Guernsey (-) WTI	(1.26)			(0.65)			2.34
Bakken Williston (-) WTI	(2.45)			(0.09)			2.70
WCS Hardisty (-) WTI	(13.90)			(17.92)			(19.14)
MSW (-) WTI	(4.03)			(3.70)			(1.56)
Brent M1-M3	1.10			0.81			3.49

The following table summarizes our consolidated results of operations for the years ended December 31, 2025, 2024, and 2023 (in thousands). The following should be read in conjunction with our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.


	Year Ended December 31,
	2025		2024		2023
Revenues	$	7,464,650	$	7,974,457	$	8,231,955
Cost of revenues (excluding depreciation)	6,109,822		7,101,148		6,838,109
Operating expense (excluding depreciation)	587,665		584,282		485,587
Depreciation and amortization	144,325		131,590		119,830


General and administrative expense (excluding depreciation)	98,450		108,844		91,447
Equity earnings from refining and logistics investments	(26,278)		(11,905)		(11,844)
Acquisition and integration costs	4,335		100		17,482
Par West redevelopment and other costs	14,793		12,548		11,397
Other operating loss (gain), net	(7,220)		222		(59)
Total operating expenses	6,925,892		7,926,829		7,551,949
Operating income	538,758		47,628		680,006
Other income (expense)
Interest expense and financing costs, net	(82,383)		(82,793)		(72,450)
Debt extinguishment and commitment costs	(1,147)		(1,688)		(19,182)

Other expense, net	(665)		(1,869)		(53)


Equity earnings (losses) from Laramie Energy, LLC	23,308		(296)		24,985
Total other expense, net	(60,887)		(86,646)		(66,700)
Income (loss) before income taxes	477,871		(39,018)		613,306
Income tax benefit (expense)	(110,783)		5,696		115,336
Net income (loss)	367,088		(33,322)		728,642
Less:
Net loss attributable to noncontrolling interest	(2,303)		—		—
Net income (loss) attributable to Par Pacific stockholders	$	369,391	$	(33,322)	$	728,642

The following tables summarize our Operating income (loss) by segment for the years ended December 31, 2025, 2024, and 2023 (in thousands). The following should be read in conjunction with our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.


Year Ended December 31, 2025	Refining		Logistics (1)		Retail		Corporate, Eliminations and Other (2)		Total
Revenues	$	7,206,145	$	298,442	$	576,729	$	(616,666)	$	7,464,650
Cost of revenues (excluding depreciation)	6,156,844		163,515		406,287		(616,824)		6,109,822
Operating expense (excluding depreciation)	481,597		21,478		84,590		—		587,665
Depreciation and amortization	104,385		26,040		10,791		3,109		144,325

General and administrative expense (excluding depreciation)	—		—		—		98,450		98,450
Equity earnings from refining and logistics investments	(17,548)		(8,730)		—		—		(26,278)
Acquisition and integration costs	—		—		—		4,335		4,335
Par West redevelopment and other costs	—		—		—		14,793		14,793
Other operating loss (gain), net	(6,165)		(1,419)		355		9		(7,220)
Operating income (loss)	$	487,032	$	97,558	$	74,706	$	(120,538)	$	538,758


Year Ended December 31, 2024	Refining		Logistics (1)		Retail		Corporate, Eliminations and Other (2)		Total
Revenues	$	7,733,866	$	299,532	$	584,760	$	(643,701)	$	7,974,457
Cost of revenues (excluding depreciation)	7,149,264		175,590		420,064		(643,770)		7,101,148
Operating expense (excluding depreciation)	479,737		15,676		88,869		—		584,282
Depreciation and amortization	91,108		27,033		11,037		2,412		131,590

General and administrative expense (excluding depreciation)	—		—		—		108,844		108,844
Equity earnings from refining and logistics investments	(3,663)		(8,242)		—		—		(11,905)
Acquisition and integration costs	—		—		—		100		100
Par West redevelopment and other costs	—		—		—		12,548		12,548
Other operating loss (gain), net	8		124		(10)		100		222
Operating income (loss)	$	17,412	$	89,351	$	64,800	$	(123,935)	$	47,628


For the year ended December 31, 2023	Refining		Logistics (1)		Retail		Corporate, Eliminations and Other (2)		Total
Revenues	$	7,969,480	$	260,779	$	592,480	$	(590,784)	$	8,231,955
Cost of revenues (excluding depreciation)	6,845,834		145,944		437,198		(590,867)		6,838,109
Operating expense (excluding depreciation)	373,612		24,450		87,525		—		485,587
Depreciation and amortization	81,017		25,122		11,462		2,229		119,830

General and administrative expense (excluding depreciation)	—		—		—		91,447		91,447
Equity earnings from refining and logistics investments	(7,363)		(4,481)		—		—		(11,844)
Acquisition and integration costs	—		—		—		17,482		17,482
Par West redevelopment and other costs	—		—		—		11,397		11,397
Other operating loss (gain), net	219		—		(308)		30		(59)
Operating income (loss)	$	676,161	$	69,744	$	56,603	$	(122,502)	$	680,006

________________________________________________________

(1)~~The~~Our ~~2024~~logistics ~~amounts~~operations ~~for~~consist ~~the~~primarily ~~total refining segment represent the sum~~ of ~~the~~intercompany ~~Hawaii,~~transactions ~~Montana,~~which ~~Washington,~~eliminate and Wyoming refineries’ throughput or sales volumes averaged over the year ended December 31, 2024. Feedstocks throughput and sales volumes per day for the Montana refinery for the year ended December 31, 2023, are calculated based on ~~the~~a ~~214-day~~consolidated ~~period for which we owned the Montana refinery in 2023~~basis. As such, the amounts for the total refining segment represent the sum of the Hawaii, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the year ended December 31, 2023, plus the Montana refinery’s throughput or sales volumes averaged over the period from June 1, 2023, to December 31, 2023. The 2022 amounts for the total refining segment represent the sum of the Hawaii, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the year ended December 31, 2022.

(2)WeIncludes ~~calculate~~eliminations ~~Adjusted~~of ~~Gross~~intersegment ~~Margin~~Revenues ~~per~~and ~~barrel~~Cost byof ~~dividing~~revenues ~~Adjusted~~(excluding ~~Gross~~depreciation) ~~Margin~~of ~~by total refining throughput~~$616.7 ~~Adjusted Gross Margin for our Washington refinery is determined under the last-in~~million, ~~first-out (“LIFO”) inventory costing method~~$643. ~~Adjusted Gross Margin for our other refineries is determined under the first-in~~7 million, ~~first-out~~and ~~(“FIFO”) inventory costing method~~$590.8 million ~~The definition of Adjusted Gross Margin was modified beginning with the financial results reported~~ for ~~periods in fiscal year 2022. We have recast Adjusted Gross Margin for prior periods when reported to conform to~~ the ~~modified~~years ~~presentation.~~ended ~~Please~~December 31, ~~see~~2025, ~~discussion~~2024, ofand ~~Adjusted~~2023, ~~Gross Margin below~~respectively.

Below is a summary of key operating statistics for the refining segment for the years ended December 31, 2025, 2024, and 2023:


	Year Ended December 31,
	2025			2024			2023
Total Refining Segment
Feedstocks Throughput (Mbpd) (1)	187.8			186.7			170.3
Refined product sales volume (Mbpd) (1)	199.1			199.9			183.1

Adjusted Gross Margin per bbl ($/throughput bbl) (2)	$	14.60		$	9.05		$	16.01
SRE impact	2.96			—			—
Adjusted Gross Margin excluding SRE impact	11.64			9.05			16.01
Production costs per bbl ($/throughput bbl) (3)	6.92			6.94			5.93
D&A per bbl ($/throughput bbl)	1.52			1.33			1.30

Hawaii Refinery
Feedstocks Throughput (Mbpd)	84.1			81.1			80.8
Yield (% of total throughput)
Gasoline and gasoline blendstocks	27.8		%	26.2		%	26.3		%
Distillates	38.1		%	38.9		%	40.4		%
Fuel oils	29.9		%	31.3		%	28.9		%
Other products	1.0		%	0.2		%	1.1		%
Total yield	96.8		%	96.6		%	96.7		%

Refined product sales volume (Mbpd)	89.7			89.3			89.1


Adjusted Gross Margin per bbl ($/throughput bbl) (2)	$	11.69		$	9.34		$	15.25
SRE impact	—			—			—
Adjusted Gross Margin excluding SRE impact	11.69			9.34			15.25
Production costs per bbl ($/throughput bbl) (3)	4.43			4.58			4.57
D&A per bbl ($/throughput bbl)	0.26			0.43			0.65

Montana Refinery
Feedstocks Throughput (Mbpd) (1)	51.7			49.9			54.4
Yield (% of total throughput)
Gasoline and gasoline blendstocks	47.0		%	48.0		%	48.1		%
Distillates	32.9		%	31.9		%	32.0		%

Asphalt	11.2		%	10.9		%	12.1		%
Other products	3.2		%	3.9		%	3.2		%
Total yield	94.3		%	94.7		%	95.4		%

Refined product sales volume (Mbpd) (1)	52.3			53.2			58.6


	Year Ended December 31,
	2025			2024			2023
Adjusted Gross Margin per bbl ($/throughput bbl) (2)	$	15.83		$	11.37		$	21.14
SRE impact	3.05			—			—
Adjusted Gross Margin excluding SRE impact	12.78			11.37			21.14
Production costs per bbl ($/throughput bbl) (3)	11.11			12.42			10.78
D&A per bbl ($/throughput bbl)	2.56			1.83			1.45

Washington Refinery
Feedstocks Throughput (Mbpd)	38.7			38.2			40.0
Yield (% of total throughput)
Gasoline and gasoline blendstocks	23.2		%	23.9		%	23.5		%
Distillates	34.9		%	34.5		%	34.5		%

Asphalt	18.9		%	18.8		%	19.7		%
Other products	19.4		%	19.3		%	18.7		%
Total yield	96.4		%	96.5		%	96.4		%

Refined product sales volume (Mbpd)	40.5			39.2			41.7


Adjusted Gross Margin per bbl ($/throughput bbl) (2)	$	13.69		$	3.25		$	9.41
SRE impact	5.27			—			—
Adjusted Gross Margin excluding SRE impact	8.42			3.25			9.41
Production costs per bbl ($/throughput bbl) (3)	4.19			4.28			4.12
D&A per bbl ($/throughput bbl)	1.97			1.97			1.91

Wyoming Refinery
Feedstocks Throughput (Mbpd)	13.3			17.5			17.6
Yield (% of total throughput)
Gasoline and gasoline blendstocks	46.6		%	46.9		%	47.1		%
Distillates	45.8		%	47.1		%	46.7		%
Fuel oil	3.4		%	2.4		%	2.5		%
Other products	2.2		%	2.1		%	1.5		%
Total yield	98.0		%	98.5		%	97.8		%

Refined product sales volume (Mbpd)	16.6			18.2			17.9


Adjusted Gross Margin per bbl ($/throughput bbl) (2)	$	30.93		$	13.73		$	25.15
SRE impact	14.52			—			—
Adjusted Gross Margin excluding SRE impact	16.41			13.73			25.15
Production costs per bbl ($/throughput bbl) (3)	14.24			8.10			7.50
D&A per bbl ($/throughput bbl)	4.18			2.71			2.69


	Year Ended December 31,
	2025		2024		2023
Market Indices (average $ per barrel)
Hawaii Index (4)	$	10.60	$	7.21	$	13.06
Montana Index (5)	14.21		14.39		23.71
Washington Index (6)	11.29		4.13		9.81
Wyoming Index (7)	19.99		16.47		24.48
Combined Index (8)	12.40		9.37		15.46

Market Cracks (average $ per barrel)
Singapore 3.1.2 Product Crack (4)	$	16.13	$	13.36	$	19.50
Montana 6.3.2.1 Product Crack (5)	24.49		21.59		30.15
Washington 3.1.1.1 Product Crack (6)	19.93		12.11		17.91
Wyoming 2.1.1 Product Crack (7)	21.89		18.48		27.52

Crude Oil Prices (average $ per barrel) (9)
Brent	$	68.19	$	79.86	$	82.17
WTI	64.73		75.76		77.60



ANS (-) Brent	2.64		1.55		0.95
Bakken Guernsey (-) WTI	(1.07)		(1.26)		(0.65)
Bakken Williston (-) WTI	(2.52)		(2.45)		(0.09)
WCS Hardisty (-) WTI	(11.34)		(13.90)		(17.92)
MSW (-) WTI	(3.55)		(4.03)		(3.70)
Syncrude (-) WTI	(0.14)		0.18		1.32
Brent M1-M3	1.14		1.10		0.81

________________________________________________________

(1)The 2025 and 2024 amounts for the total refining segment represent the sum of the Hawaii, Montana, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the year ended December 31, 2025 and 2024, respectively. Feedstocks throughput and sales volumes per day for the Montana refinery for the year ended December 31, 2023, are calculated based on the 214-day period for which we owned the Montana refinery in 2023. As such, the amounts for the total refining segment represent the sum of the Hawaii, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the year ended December 31, 2023, plus the Montana refinery’s throughput or sales volumes averaged over the period from June 1, 2023, to December 31, 2023.

(2)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 per barrel, which represents margin on intercompany sales where the inventory remains on our consolidated balance sheet at period end. Intercompany profit in inventory per barrel for the years ended December 31, 2025, 2024, and 2023 was immaterial. For the year ended December 31, 2025, Adjusted Gross Margin per barrel includes the SRE impact related to the 2019 through 2024 compliance years.

(3)Management uses production costs per barrel to evaluate performance and compare efficiency to other companies in the industry. There are a variety of ways to calculate production costs per barrel; different companies within the industry calculate it in different ways. We calculate production costs per barrel by dividing all direct production costs, which include the costs to run the refineries, including personnel costs, repair and maintenance costs, insurance, utilities, and other miscellaneous costs, by total refining throughput. Our production costs are included in Operating expense (excluding depreciation) on our consolidated statements of operations, which also includes costs related to our bulk marketing operations and severance costs.

(4)Beginning in 2025, we established the Hawaii Index as a new benchmark for our Hawaii operations. We believe the Hawaii Index, which incorporates market cracks and landed crude differentials, better reflects the key drivers impacting our Hawaii refinery’s financial performance compared to prior reported market indices. The Hawaii Index is calculated as the Singapore 3.1.2 Product Crack, or one part gasoline (RON 92) and two parts distillates (Sing Jet & Sing gasoil) as created from a barrel of Brent crude oil, less the Par Hawaii Refining, LLC (“PHR”) crude differential.

(5)Beginning in 2025, we established the Montana Index as a new benchmark for our Montana refinery. We believe the Montana Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Montana refinery’s financial performance compared to prior reported market indices. Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Montana refinery’s refined product sales price compared to prior reported market indices. The Montana Index is calculated as the Montana 6.3.2.1 Product Crack less Montana crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense, taxes and tariffs, and product discounts. The Montana 6.3.2.1 Product Crack is calculated by taking three parts gasoline (Billings E10 and Spokane E10), two parts distillate (Billings ULSD and Spokane ULSD), and one part asphalt (Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. Asphalt pricing is lagged by one month. The Montana crude cost is calculated as 60% WCS differential to WTI, 20% MSW differential to WTI, and 20% Syncrude differential to WTI. The Montana crude cost is lagged by three months and includes an inflation-adjusted crude delivery cost. Other costs of sales and crude delivery costs are based on historical averages and management’s estimates.

(6)Beginning in 2025, we established the Washington Index as a new benchmark for our Washington refinery. We believe the Washington Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Washington refinery’s financial performance compared to prior reported market indices. Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Washington refinery’s refined product sales price compared to prior reported market indices. The Washington Index is calculated as the Washington 3.1.1.1 Product Crack, less Washington crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense and state and local taxes. The Washington 3.1.1.1 Product Crack is calculated by taking one part gasoline (Tacoma E10), one part distillate (Tacoma ULSD) and one part secondary products (USGC VGO and Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. Asphalt pricing is lagged by one month. The Washington crude cost is calculated as 67% Bakken Williston differential to WTI and 33% WCS Hardisty differential to WTI. The Washington crude cost is lagged by one month and includes an inflation-adjusted crude delivery cost. Other costs of sales and crude delivery costs are based on historical averages and management’s estimates.

(7)Beginning in 2025, we established the Wyoming Index as a new benchmark for our Wyoming refinery. We believe the Wyoming Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Wyoming refinery’s financial performance compared to prior reported market indices. Beginning in 2025, market cracks have also been updated to reflect local market product pricing, which better reflects our Wyoming refinery’s refined product sales price compared to prior reported market indices. The Wyoming Index is calculated as the Wyoming 2.1.1 Product Crack, less Wyoming crude costs, less other cost of sales, including inflation adjusted product delivery costs and yield loss expense, based on historical averages and management’s estimates. The Wyoming 2.1.1 Product Crack is calculated by taking one part gasoline (Rockies gasoline) and one part distillate (USGC ULSD and USGC Jet) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. The Wyoming crude cost is calculated as the Bakken Guernsey differential to WTI on a one-month lag.

36(8)Beginning in 2025, we established the Combined Index as a new benchmark for our refining segment. The Combined Index provides a wholistic view of key drivers impacting our refining segment’s financial performance and is calculated as the throughput-weighted average of each regional index for periods under our ownership. As such, the throughput weighted index contemplates the Montana index following June 1, 2023.

~~reported market indices.~~ (9)Beginning in 2025, ~~market~~crude ~~cracks~~oil prices have ~~also~~ been updated and expanded to reflect ~~local~~regional ~~market~~differentials ~~product~~to ~~pricing~~Brent and WTI, which better ~~reflects~~reflect our ~~Wyoming refinery~~refineries’s ~~refined~~feedstock ~~product~~costs ~~sales price~~ compared to prior ~~reported market indices. The Wyoming Index is calculated as the Wyoming 2.1.1 Product Crack, less Wyoming~~ crude costs, less other cost of sales, including inflation adjusted product delivery costs and yield loss expense, based on historical averages and management’s estimates. The Wyoming 2.1.1 Product Crack is calculated by taking one part gasoline (Rockies gasoline) and one part distillate (USGC ULSD and USGC Jet) as created from a barrel of WTI crude oil, ~~less 100% of the RVO cost for gasoline and ULSD~~pricing. ~~The Wyoming crude cost is calculated as the Bakken Guernsey differential to WTI on a one-month lag.~~

~~(8)Beginning~~Below inis ~~2025,~~a ~~crude~~summary ~~oil~~of ~~prices~~key ~~have~~operating ~~been~~statistics ~~updated~~for ~~and~~the ~~expanded~~retail tosegment ~~reflect~~for ~~regional~~the ~~differentials~~years toended ~~Brent~~December 31, ~~and~~2025, ~~WTI~~2024, ~~which~~and ~~better reflect our refineries’ feedstock costs compared to prior crude oil pricing.~~2023:

Below is a summary of key operating statistics for the retail segment for the years ended December 31, 2024, 2023, and 2022:


	Year Ended December 31,
	2025	2024	2023
Retail Segment
Retail sales volumes (thousands of gallons)	122,847	121,473	117,550

	Year Ended December 31,
	2024	2023	2022
Retail Segment
Retail sales volumes (thousands of gallons)	121,473	117,550	105,456

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 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 financial results reported for ~~periods~~the insecond ~~fiscal~~quarter ~~year~~of ~~2022~~2023, ~~the~~Adjusted ~~inventory~~Gross ~~valuation~~Margin, ~~adjustment~~Adjusted ~~was~~Net ~~modified~~Income ~~to include the first-in, first-out~~ (~~“FIFO”~~Loss) ~~inventory~~attributable ~~gains~~to ~~(losses)~~Par ~~associated~~Pacific ~~with~~stockholders, ~~our~~and ~~titled~~Adjusted ~~manufactured~~EBITDA ~~inventory~~exclude inour ~~Hawaii.~~portion ~~This~~of ~~modification~~interest, ~~was~~taxes, ~~made~~and todepreciation ~~better~~expense ~~align~~from ~~Adjusted~~our ~~Net~~refining ~~Income~~and ~~(Loss)~~logistics ~~and~~investments ~~Adjusted~~acquired ~~EBITDA~~on ~~with~~June ~~the~~1, ~~cash~~2023, ~~flow~~as part of the ~~Hawaii~~Billings ~~refining business~~Acquisition.

Beginning with financial results reported for the ~~second~~fourth quarter of 2023, Adjusted Gross Margin, Adjusted Net Income (Loss) attributable to Par Pacific stockholders, and Adjusted EBITDA also exclude all hedge losses (gains) associated with our ~~portion~~Washington ofending ~~interest,~~inventory ~~taxes~~and LIFO layer increment impacts associated with our Washington inventory. In addition, ~~and~~we ~~depreciation~~have ~~expense~~modified ~~from~~our environmental obligation mark-to-market adjustment to include only the mark-to-market losses (gains) associated with our ~~refining~~net RINs liability and ~~logistics~~net ~~investments~~obligation ~~acquired~~associated onwith ~~June~~the 1,Washington ~~2023,~~Climate Commitment Act (“Washington CCA”) and Clean Fuel Standard. This modification was made as part of ~~the~~our ~~Billings~~change ~~Acquisition~~in how we estimate our environmental obligation liabilities.

Beginning with financial results reported for the fourth quarter of 2023, Adjusted ~~Gross Margin, Adjusted~~ Net Income (Loss), ~~and~~attributable ~~Adjusted~~to ~~EBITDA~~Par ~~also~~Pacific ~~exclude~~stockholders ~~all~~excludes ~~hedge~~unrealized interest rate derivative losses (gains) ~~associated~~and all Laramie Energy related impacts with ~~our~~the ~~Washington~~exception ~~ending~~of ~~inventory~~cash ~~and~~distributions. ~~LIFO~~We ~~layer~~have ~~increment~~recast ~~impacts~~Adjusted ~~associated~~Net ~~with~~Income ~~our~~(Loss) ~~Washington~~attributable ~~inventory.~~to InPar ~~addition,~~Pacific westockholders ~~have~~for ~~modified~~prior ~~our~~periods ~~environmental~~when ~~obligation~~reported ~~mark-~~to~~-market~~ ~~adjustment~~conform to ~~include~~the ~~only~~modified ~~the~~presentation. ~~mark-to-market~~Please ~~losses~~read ~~(gains)~~“Note ~~associated~~2—Summary ~~with~~of ~~our~~Significant ~~net~~Accounting ~~RINs~~Policies”, ~~liability~~Environmental Credits and ~~net~~Obligations section, for a discussion of the change in estimate.

37Beginning with financial results reported for the first quarter of 2024, Adjusted Net Income (Loss) attributable to Par Pacific stockholders also excludes other non-operating income and expenses. This modification improves comparability between periods by excluding income and expenses resulting from non-operating activities.

~~obligation~~Effective ~~associated~~as ~~with~~of the ~~Washington~~fourth ~~Climate~~quarter ~~Commitment~~of ~~Act~~2024, ~~(“Washington~~we ~~CCA”~~have modified our definition of Adjusted Gross Margin, Adjusted Net Income (Loss) attributable to Par Pacific stockholders and ~~Clean~~Adjusted ~~Fuel~~EBITDA ~~Standard.~~to ~~This~~align ~~modification~~the ~~was~~accounting ~~made~~treatment asfor ~~part~~deferred ofturnaround costs from our ~~change~~refining inand ~~how~~logistics investments with our accounting policy. Under this approach, we ~~estimate~~exclude our ~~environmental~~share ~~obligation~~of ~~liabilities~~their turnaround expenses, which are recorded as period costs in their financial statements, and instead defer and amortize these costs on a straight-line basis over the period estimated until the next planned turnaround. This modification enhances consistency and comparability across reporting periods.

Beginning with financial results reported for the fourth quarter of 2023, Adjusted Net Income (loss) excludes unrealized interest rate derivative losses (gains) and all Laramie Energy related impacts with the exception of cash distributions. We have recast Adjusted Net Income (Loss) for prior periods when reported to conform to the modified presentation. Please read Note 2—Summary of Significant Accounting Policies, Environmental Credits and Obligations section, for a discussion of the change in estimate.41

Beginning with the financial results reported for the ~~first~~fourth quarter of ~~2024~~2025, Adjusted Net Income (~~loss~~Loss) ~~also~~attributable to Par Pacific stockholders excludes ~~other~~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 ~~income~~gains and ~~expenses~~losses (which primarily includes the impacts of the noncash remeasurement of our environmental liabilities). This modification improves comparability between periods by excluding ~~income~~non-cash gains and ~~expenses~~losses ~~resulting~~that ~~from~~do ~~non-operating~~not ~~activities~~reflect ongoing underlying business operations.

~~Effective~~Beginning aswith of the ~~fourth~~financial ~~quarter~~results ofreported ~~2024,~~for wethe ~~have~~fourth ~~modified~~quarter ~~our definition~~ of ~~Adjusted Gross Margin~~2025, Adjusted ~~Net Income (Loss) and Adjusted~~ EBITDA toincludes ~~align~~ the ~~accounting~~Adjusted ~~treatment~~Net ~~for~~Loss ~~deferred~~attributable ~~turnaround~~to ~~costs~~noncontrolling ~~from~~interests ~~our~~associated ~~refining and logistics investments~~ with our ~~accounting~~joint ~~policy.~~venture ~~Under~~established ~~this~~on ~~approach,~~October ~~we exclude our share of their turnaround expenses~~21, ~~which are recorded as period costs in their financial statements, and instead defer and amortize these costs on a straight-line basis over the period estimated until the next planned turnaround~~2025. ~~This modification enhances consistency and comparability across reporting periods.~~

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;

•~~loss~~other operating (gain) onloss, ~~sale~~net (which primarily includes the impacts of ~~assets,~~the ~~net~~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.

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):

Year ended December 31, 2024	Refining				Logistics				Retail
Year ended December 31, 2025			Refining				Logistics				Retail
Operating income	$	17,412			$	89,351			$	64,800
Operating Income			$	487,032			$	97,558			$	74,706
Operating expense (excluding depreciation)	~~479,737~~		481,597		~~15,676~~		21,478		~~88,869~~		84,590
Depreciation and amortization	91,108				27,033				11,037
Depreciation, depletion, and amortization			104,385				26,040				10,791
Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments	~~2,493~~		4,485		~~3,651~~		3,954		—		—
Inventory valuation adjustment	~~(490)~~		(27,200)		—		—		—		—
Environmental obligation mark-to-market adjustments	~~(19,136)~~		(14,360)		—		—		—		—
Unrealized loss on derivatives	43,281				—				—
Unrealized gain on derivatives			(26,664)				—				—
Par's portion of accounting policy differences from refining and logistics investments	~~3,856~~		(2,523)		—		—		—		—
Loss (gain) on sale of assets, net	8				124				(10)
Other operating loss (gain), net			(6,165)				(1,419)				355
Adjusted Gross Margin (1)	$	~~618,269~~	$	1,000,587	$	~~135,835~~	$	147,611	$	~~164,696~~	$	170,442

3842

Year ended December 31, 2023	Refining				Logistics				Retail
Year ended December 31, 2024			Refining				Logistics				Retail
Operating income	$	676,161			$	69,744			$	56,603
Operating Income			$	17,412			$	89,351			$	64,800
Operating expense (excluding depreciation)	~~373,612~~		479,737		~~24,450~~		15,676		~~87,525~~		88,869
Depreciation and amortization	81,017				25,122				11,462
Depreciation, depletion, and amortization			91,108				27,033				11,037
Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments	~~1,586~~		2,493		~~1,857~~		3,651		—		—
Inventory valuation adjustment	~~102,710~~		(490)		—		—		—		—
Environmental obligation mark-to-market adjustments	~~(189,783)~~		(19,136)		—		—		—		—
Unrealized gain on derivatives	(50,511)				—				—
Unrealized loss on derivatives			43,281				—				—
Loss (gain) on sale of assets, net	219				—				(308)
Par's portion of accounting policy differences from refining and logistics investments			3,856				—				—
Adjusted Gross Margin (1) (2)	$	995,011			$	121,173			$	155,282
Other operating loss (gain), net			8				124				(10)
Adjusted Gross Margin (1)			$	618,269			$	135,835			$	164,696

Year ended December 31, 2022	Refining				Logistics				Retail
Year ended December 31, 2023			Refining				Logistics				Retail
Operating income	$	401,901			$	54,049			$	49,238
Operating Income			$	676,161			$	69,744			$	56,603
Operating expense (excluding depreciation)	~~236,989~~		373,612		~~14,988~~		24,450		~~81,229~~		87,525
Depreciation and amortization	65,472				20,579				10,971
Depreciation, depletion, and amortization			81,017				25,122				11,462
Inventory valuation adjustment	(15,712)				—				—
Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments			1,586				1,857				—
Environmental obligation mark-to-market adjustments	105,760				—				—
Inventory valuation adjustment			102,710				—				—
Unrealized loss on derivatives	9,336				—				—
Environmental obligation mark-to-market adjustments			(189,783)				—				—
Par West redevelopment and other costs	9,003				—				—
Unrealized gain on derivatives			(50,511)				—				—
Loss (gain) on sale of assets, net	1				(253)				56
Other operating loss (gain), net			219				—				(308)
Adjusted Gross Margin (1) (2)	$	~~812,750~~	$	995,011	$	~~89,363~~	$	121,173	$	~~141,494~~	$	155,282

________________________________________

(1) For the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, there was no impairment expense.

(2) For the ~~years~~year ended December 31, 2023 ~~and 2022~~, there was no impact in Operating Income from accounting policy differences at our refining and logistics investments.

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:

•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);

•(gain) loss on sale of assets;

•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; ~~and~~

~~•Par’s portion of accounting policy differences from refining and logistics investments.~~43

39•Par’s portion of accounting policy differences from refining and logistics investments;

~~Adjusted~~•other ~~EBITDA~~operating is(gain) ~~defined~~loss, asnet ~~Adjusted~~(which ~~Net~~primarily ~~Income~~included ~~(Loss~~the impacts of the noncash remeasurement of our environmental liabilities); ~~excluding:~~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 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):

	~~Year Ended December 31,~~		Year Ended December 31,
	2024		2023		2022
					2025		2024		2023
Net income (loss)	$	(33,322)	$	728,642	$	364,189
Net income (loss) attributable to Par Pacific stockholders					$	369,391	$	(33,322)	$	728,642
Inventory valuation adjustment	~~(490)~~		~~102,710~~		(1527,~~712~~200)		(490)		102,710
Environmental obligation mark-to-market adjustments	~~(19,136)~~		~~(189,783)~~		~~105~~(14,~~760~~360)		(19,136)		(189,783)
Unrealized loss (gain) on derivatives	~~42,485~~		~~(49,690)~~		9(26,~~336~~309)		42,485		(49,690)
Par West redevelopment and other costs	12,548		11,397		—
Acquisition and integration costs					4,335		100		17,482
Acquisition and integration costs	100		17,482		3,663
Par West redevelopment and other costs					14,793		12,548		11,397
Debt extinguishment and commitment costs	~~1,688~~		~~19,182~~		51,~~329~~147		1,688		19,182
Changes in valuation allowance and other deferred tax items (1)	~~(3,315)~~		~~(126,219)~~		—100,422		(3,315)		(126,219)
Severance costs and other non-operating expenses (2)	14,802		1,785		2,272
Severance costs and other non-operating expense (2)					1,498		14,802		1,785
Equity losses (earnings) from Laramie Energy, LLC, excluding cash distributions	1,781		(14,279)		—
Equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions					(23,308)		1,781		(14,279)
Par's portion of accounting policy differences from refining and logistics investments	~~3,856~~		—		—(2,523)		3,856		—
Loss (gain) on sale of assets, net	222		(59)		(169)
Other operating loss (gain), net					(7,220)		222		(59)
Adjusted Net Income (2)(4)	21,219		501,168		474,668
Noncontrolling interest impact of non-GAAP adjustments					(573)		—		—
Depreciation and amortization	131,590		119,830		99,769
Adjusted Net Income attributable to Par Pacific stockholders (3) (4)					390,093		21,219		501,168
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain)	83,589		71,629		68,288
Adjusted Net Loss attributable to noncontrolling interests					(1,730)		—		—
Laramie Energy, LLC cash distributions to Par	(1,485)		(10,706)		—
Depreciation, depletion, and amortization					144,325		131,590		119,830
Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments	6,144		3,443		—
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain)					82,028		83,589		71,629
Income tax expense (benefit)	(2,381)		10,883		710
Laramie Energy, LLC cash distributions to Par					—		(1,485)		(10,706)
Adjusted EBITDA (3)	$	238,676	$	696,247	$	643,435
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments					8,439		6,144		3,443
Income tax expense (benefit)					10,361		(2,381)		10,883
Adjusted EBITDA (3)					$	633,516	$	238,676	$	696,247

________________________________________________________

(1)For the year ended December 31, 2025, we recognized a non-cash deferred tax expense of $100.4 million. For the years ended December 31, 2024 and 2023, we recognized a non-cash deferred tax ~~benefit~~benefits of $3.3 million and $126.2 million, respectively. ~~This~~These tax ~~benefit~~impacts isare included in Income tax benefit (expense) on our consolidated statements of operations.

(2)For the year ended December 31, 2024, we incurred $13.1 million of stock-based compensation expenses associated with accelerated vesting of equity awards and modification of vested equity awards related to our CEO transition and $0.8 million for a legal settlement unrelated to current operating activities.44

(32)For the years ended December 31, ~~2024,~~2025 ~~2023~~ and ~~2022~~2024, ~~there~~we ~~was~~incurred no$0.8 ~~change~~million inand ~~value~~$13.1 ofmillion ~~contingent consideration, change in value~~ of ~~common~~ stock-based ~~warrants,~~compensation ~~impairment~~expenses ~~expense, impairments~~ associated with ~~our~~equity ~~investment~~awards ~~in Laramie Energy~~modifications, orrespectively. ~~our~~For ~~share~~the ofyear ~~Laramie~~ended ~~Energy’s~~December ~~asset~~31, ~~impairment~~2024, ~~losses~~we inincurred ~~excess of our basis difference~~$0.8 ~~Please~~million ~~read the Non-GAAP Performance Measures discussion above~~ for ~~information~~a ~~regarding~~legal ~~changes~~settlement unrelated to ~~the~~current ~~components~~operating ~~of Adjusted Net Income (Loss) and Adjusted EBITDA made during 2024~~activities.

(43)For the years ended December 31, ~~2023~~2025, 2024, and ~~2022~~2023, there was no ~~impact~~change in ~~Net~~value ~~Income~~of ~~from~~contingent ~~accounting~~consideration, ~~policy~~change ~~differences~~in atvalue of common stock warrants, impairment expense, impairments associated with our ~~refining~~investment ~~and~~in ~~logistics~~Laramie ~~investments.~~Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference.

40(4)For the year ended December 31, 2023, there was no impact in Net Income (Loss) from accounting policy differences at our refining and logistics investments.

Adjusted EBITDA by Segment

Adjusted EBITDA by segment is defined as Operating income (loss) excluding:

•D&A;

•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), ~~loss~~net on(which ~~sale~~primarily includes the impacts of ~~assets~~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 statements of operations.

The following table presents a reconciliation of Adjusted EBITDA by segment to the most ~~direct~~directly comparable GAAP financial measure, Operating income (loss) by segment, on a historical basis, for our operating segments, for the periods indicated (in thousands):

Year ended December 31, 2024	Refining		Logistics		Retail		Corporate and Other
Operating income (loss) by segment	$	17,412	$	89,351	$	64,800	$	(123,935)
Depreciation and amortization	91,108		27,033		11,037		2,412
Inventory valuation adjustment	(490)		—		—		—
Environmental obligation mark-to-market adjustments	(19,136)		—		—		—
Unrealized loss on commodity derivatives	43,281		—		—		—
Acquisition and integration costs	—		—		—		100
Severance costs and other non-operating expenses	642		—		154		14,006
Par West redevelopment and other costs	—		—		—		12,548
Par's portion of accounting policy differences from refining and logistics investments	3,856		—		—		—
Loss (gain) on sale of assets, net	8		124		(10)		100
Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments	2,493		3,651		—		—
Other loss, net	—		—		—		(1,869)
Adjusted EBITDA (1)	$	139,174	$	120,159	$	75,981	$	(96,638)


Year ended December 31, 2025	Refining		Logistics		Retail		Corporate and Other
Operating income (loss) by segment	$	487,032	$	97,558	$	74,706	(120,538)
Depreciation, depletion and amortization	104,385		26,040		10,791		3,109
Inventory valuation adjustment	(27,200)		—		—		—

Environmental obligation mark-to-market adjustments	(14,360)		—		—		—



Unrealized gain on derivatives	(26,664)		—		—		—
Acquisition and integration costs	—		—		—		4,335
Par West redevelopment and other costs	—		—		—		14,793
Severance costs and other non-operating expense	259		206		44		989
Par's portion of accounting policy differences from refining and logistics investments	(2,523)		—		—		—
Other operating loss (gain), net	(6,165)		(1,419)		355		9


Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments	4,485		3,954		—		—
Other loss, net	—		—		—		(665)
Adjusted EBITDA (1)	$	519,249	$	126,339	$	85,896	$	(97,968)

Year ended December 31, 2023	Refining				Logistics				Retail				Corporate and Other
Year ended December 31, 2024			Refining				Logistics				Retail				Corporate and Other
Operating income (loss) by segment	$	~~676,161~~	$	17,412	$	~~69,744~~	$	89,351	$	~~56,603~~	$	64,800	$	~~(122,502)~~	$	(123,935)
Depreciation and amortization	81,017				25,122				11,462				2,229
Depreciation, depletion and amortization			91,108				27,033				11,037				2,412
Inventory valuation adjustment	~~102,710~~		(490)		—		—		—		—		—		—
Environmental obligation mark-to-market adjustments	~~(189,783)~~		(19,136)		—		—		—		—		—		—
Unrealized gain on commodity derivatives	(50,511)				—				—				—
Unrealized loss on derivatives			43,281				—				—				—
Acquisition and integration costs	—		—		—		—		—		—		~~17,482~~		100
Severance costs and other non-operating expenses	100				—				580				1,105
Par West redevelopment and other costs			—				—				—				12,548
Par West redevelopment and other costs	—				—				—				11,397
Severance costs and other non-operating expense			642				—				154				14,006
Loss (gain) on sale of assets, net	219				—				(308)				30
Par's portion of accounting policy differences from refining and logistics investments			3,856				—				—				—
Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments	1,586				1,857				—				—
Other operating loss (gain), net			8				124				(10)				100
Other loss, net	—				—				—				(53)
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments			2,493				3,651				—				—
Adjusted EBITDA (1) (2)	$	621,499			$	96,723			$	68,337			$	(90,312)
Other loss, net			—				—				—				(1,869)
Adjusted EBITDA (1)			$	139,174			$	120,159			$	75,981			$	(96,638)

Year ended December 31, 2022	Refining		Logistics		Retail		Corporate and Other
Operating income (loss) by segment	$	401,901	$	54,049	$	49,238	$	(67,285)
Depreciation and amortization	65,472		20,579		10,971		2,747
Inventory valuation adjustment	(15,712)		—		—		—
Environmental obligation mark-to-market adjustments	105,760		—		—		—
Unrealized loss on commodity derivatives	9,336		—		—		—
Acquisition and integration costs	—		—		—		3,663
Severance costs and other non-operating expenses	40		13		22		2,197
Loss (gain) on sale of assets, net	1		(253)		56		27
Other income, net	—		—		—		613
Adjusted EBITDA (1) (2)	$	566,798	$	74,388	$	60,287	$	(58,038)


Year ended December 31, 2023	Refining		Logistics		Retail		Corporate and Other
Operating income (loss) by segment	$	676,161	$	69,744	$	56,603	$	(122,502)
Depreciation, depletion and amortization	81,017		25,122		11,462		2,229
Inventory valuation adjustment	102,710		—		—		—

Environmental obligation mark-to-market adjustments	(189,783)		—		—		—



Unrealized gain on derivatives	(50,511)		—		—		—
Acquisition and integration costs	—		—		—		17,482
Par West redevelopment and other costs	—		—		—		11,397
Severance costs and other non-operating expense	100		—		580		1,105

Other operating loss (gain), net	219		—		(308)		30


Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments	1,586		1,857		—		—
Other loss, net	—		—		—		(53)
Adjusted EBITDA (1) (2)	$	621,499	$	96,723	$	68,337	$	(90,312)

________________________________________________________

(1)For the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference. Please read the Non-GAAP Performance Measures discussion above for information regarding changes to the components of Adjusted EBITDA made during ~~2024~~2025.

(2)For the ~~years~~year ended December 31, 2023 ~~and 2022~~, there was no impact in Operating Income from accounting policy differences at our refining and logistics investments.

Discussion of Operating Income by Segment

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Refining. Operating income for our refining segment was $487.0 million for the year ended December 31, 2025, an increase of $469.6 million compared to $17.4 million for the year ended December 31, 2024. The increase in operating income was primarily driven by:


•			an increase of $241.2 million related to higher crack spreads across all our refineries,
			an SRE benefit of $199.5 million at our Washington, Montana, and Wyoming refineries,

•			an increase of $79.8 million related favorable derivative impacts,
•			a favorable change in the valuation of the embedded derivatives related to our Inventory Intermediation Agreement driven by changes in commodity prices that resulted in a decrease of $33.0 million, and
•			a favorable change in other drivers of $56.9 million,

partially offset by:



•			an increase of $98.4 million of environmental compliance cost related to current period production and
•			an increase of $37.2 million driven by unfavorable feedstock differentials and purchased product costs.

Logistics. Operating income for our logistics segment was $97.6 million for the year ended December 31, 2025, an increase of $8.2 million compared to $89.4 million for the year ended December 31, 2024. The increase was primarily due to decreases of $11.2 million in repair and maintenance costs, $6.6 million in environmental expenses, and $5.7 million in other expenses, and an increase of $4.0 million in third party revenue. These improvements were partially offset by an $11.8 million in rent expense, $5.5 million related to lower throughput, and $4.1 million of reduced gross margin related to the Wyoming refinery incident in the first half of the year. Other impacts include a $1.5 million decrease in losses on sale and a $1.0 million decrease in depreciation and amortization.

Retail. Operating income for our retail segment was $74.7 million for the year ended December 31, 2025, an increase of $9.9 million compared to $64.8 million for the year ended December 31, 2024. The increase in operating income was primarily due to a $2.0 million increase driven by 1% higher fuel sales volumes, a $1.9 million increase in merchandise margins, a $1.7 million increase related to a 2% increase in fuel margins, and a $1.7 million decrease in repairs and maintenance costs. Other impacts include a $0.7 million decrease in employee expenses, a $0.7 million decrease in other operating costs and a $0.6 million decrease in outside services expenses.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Refining. Operating income for our refining segment was $17.4 million for the year ended December 31, 2024, a decrease of $658.8 million compared to $676.2 million for the year ended December 31, 2023. The decrease in ~~Operating~~operating income was primarily driven by:

• a decrease of $532.5 million related to declining crack spreads at refineries in our legacy portfolio, • a decrease of $134.7 million in environmental credit and related obligations income across refineries in our legacy portfolio, primarily associated with RIN settlement gains recorded in 2023 with no similar gains in 2024, and • a decrease of $38.8 million driven by a 1% decrease in refined product sales volumes at our refineries in our legacy portfolio,

•a decrease of $134.7 million in environmental credit and related obligations income across refineries in our legacy portfolio, primarily associated with RIN settlement gains recorded in 2023 with no similar gains in 2024, and

•a decrease of $38.8 million driven by a 1% decrease in refined product sales volumes at our refineries in our legacy portfolio,

partially offset by:

•

an increase of $58.3 million related to a favorable change in crude oil differentials at refineries in our legacy portfolio, and

•

a favorable impact of $20.8 million related to our derivatives in Hawaii and Washington.

•an increase of $58.3 million related to a favorable change in crude oil differentials at refineries in our legacy portfolio, and

•a favorable impact of $20.8 million related to our derivatives in Hawaii and Washington.

Logistics. Operating income for our logistics segment was $89.4 million for the year ended December 31, 2024, an increase of $19.7 million compared to $69.7 million for the year ended December 31, 2023. The increase was primarily due to a $16.2 million contribution from the Billings Acquisition logistics assets acquired in June 2023. Excluding the contribution from the Billings Acquisition, the increase in operating income was driven by lower repair and maintenance costs of $3.4 million in our legacy portfolio.

Retail. Operating income for our retail segment was $64.8 million for the year ended December 31, 2024, an increase of $8.2 million compared to $56.6 million for the year ended December 31, 2023. The increase in ~~Operating~~operating income was primarily driven by an increase of $4.6 million related to higher fuel margins, $3.4 million related to higher merchandise sales, and $1.1 million reflecting higher fuel sales volumes, partially offset by $1.3 million of higher operating expenses driven by increases in employee costs during the year ended December 31, 2024, compared to the year ended December 31, 2023.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Refining. Operating income for our refining segment was $676.2 million for the year ended December 31, 2023, an improvement of $274.3 million compared to $401.9 million for the year ended December 31, 2022. The increase in operating income was primarily driven by:

•a decrease of $140.0 million in environmental credit and related obligations costs across our refineries in our legacy portfolio driven by favorable mark-to-market adjustments and a gain on retirement of prior year RINs,

•an increase of $106.0 million driven by a 6% increase in refined product sales volumes at refineries in our legacy portfolio,

•a favorable change in step-out obligations related to our intermediation agreements of $79.5 million driven by changes in commodity prices,

•a net decrease of $76.4 million in our derivative costs associated with all our refineries,

•a $56.9 million contribution from the Billings Acquisition,

•$37.0 million related to lower fuel burn costs at all our refineries, and

•an increase of $32.8 million related to a favorable change in crude oil differentials at refineries in our legacy portfolio,

partially offset by:

•a net decrease of $112.9 million related to declining crack spreads at our refineries in our legacy portfolio,

•an increase in purchased product costs of $98.0 million at all our refineries in our legacy portfolio, and

•an increase in logistics and other product delivery costs of $35.6 million at our refineries in our legacy portfolio.

Logistics. Operating income for our logistics segment was $69.7 million for the year ended December 31, 2023, an increase of $15.7 million compared to $54.0 million for the year ended December 31, 2022. The increase is primarily due to an

$8.5 million contribution from the Billings Acquisition logistics assets acquired in June 2023 and a $10.4 million increase in Operating income driven by an increase in throughput volumes throughout our legacy logistics portfolio, partially offset by an increase in variable expenses of $5.5 million.

Retail. Operating income for our retail segment was $56.6 million for the year ended December 31, 2023, an increase of $7.4 million compared to Operating income of $49.2 million for the year ended December 31, 2022. The increase in Operating income was primarily driven by $10.6 million related to higher fuel sales volumes and $3.4 million associated with increased merchandise sales, partly offset by $6.3 million of higher operating expenses driven by increases in employee costs and credit card fees in the year ended December 31, 2023 compared to the year ended December 31, 2022.

Discussion of Adjusted Gross Margin by Segment

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Refining. For the year ended December 31, 2025, our refining Adjusted Gross Margin was approximately $1.0 billion, an increase of $382.3 million compared to $618.3 million for the year ended December 31, 2024. The increase in profitability was primarily due to a $238.7 million benefit related to improved crack spreads, an SRE benefit of $202.6 million, and other factors as described below.

•Adjusted Gross Margin for the Washington refinery increased by $10.44 per barrel from $3.25 per barrel during the year ended December 31, 2024, to $13.69 per barrel, including an SRE impact of $5.27 per barrel, during the year ended December 31, 2025. The increase was primarily due to higher crack spreads, an SRE benefit of $74.4 million, and a 3% increase in refined product sales volumes, partially offset by higher environmental costs related to those higher refined product sales volumes and higher feedstock costs. The Washington Index improved by $7.16 per barrel, or 173%. The Washington 3.1.1.1 Product Crack improved by $7.82 per barrel, or 65%.

•Adjusted Gross Margin for the Montana refinery increased by $4.46 per barrel from $11.37 per barrel during the year ended December 31, 2024, to $15.83 per barrel, including an SRE impact of $3.05 per barrel, during the year ended December 31, 2025. The increase was primarily due to an SRE benefit of $57.6 million, higher crack spreads, and a favorable change in realized derivatives. These improvements were partially offset by a 2% decrease in refined product sales volumes with a corresponding decrease in environmental costs. The Montana Index declined by $0.18 per barrel, or 1%. The Montana 6.3.2.1 Product Crack improved by $2.90 per barrel, or 13%.

•Adjusted Gross Margin for the Hawaii refinery increased by $2.35 per barrel from $9.34 per barrel during the year ended December 31, 2024, to $11.69 per barrel during the year ended December 31, 2025. The increase was primarily

due to lower purchased product costs, higher crack spreads, higher yields, and lower other inventory financing cost partially offset by unfavorable changes in feedstock differentials and an unfavorable change in realized derivatives. The Hawaii Index improved by $3.39 per barrel, or 47%. The Singapore 3.1.2 Product Crack improved by $2.77 per barrel, or 21%.

•Adjusted Gross Margin for the Wyoming refinery increased by $17.20 per barrel from $13.73 per barrel during the year ended December 31, 2024, to $30.93 per barrel, including an SRE impact of $14.52 per barrel, during the year ended December 31, 2025. The increase was primarily driven by an SRE benefit of $70.5 million and higher crack spreads, partially offset by higher feedstock costs and a 9% decrease in refined product sales volumes. The Wyoming Index improved by $3.52 per barrel, or 21%. The Wyoming 2.1.1 Product Crack improved by $3.41 per barrel or 18%.

Logistics. For the year ended December 31, 2025, our logistics Adjusted Gross Margin was approximately $147.6 million, an increase of $11.8 million compared to $135.8 million for the year ended December 31, 2024. The increase was primarily due to a $7.3 million decrease in repair and maintenance costs, a $9.4 million decrease in other expenses, and a $3.1 million decrease in environment expenses, partially offset by a $5.5 million decrease related to lower throughput, a $4.1 million decrease related to the Wyoming refinery incident in the first half of the year, and $2.3 million related to higher rent expense.

Retail. For the year ended December 31, 2025, our retail Adjusted Gross Margin was approximately $170.4 million, an increase of $5.7 million compared to $164.7 million for the year ended December 31, 2024. The increase was primarily due to a 1% increase in sales volumes, a $1.9 million increase in merchandise margins, and a $1.7 million increase related to a 2% increase in fuel margins.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Refining. For the year ended December 31, 2024, our refining Adjusted Gross Margin was approximately $618.3 million, a decrease of $376.7 million compared to $995.0 million for the year ended December 31, 2023. The decrease in profitability was primarily due to a decrease in Adjusted Gross Margin contributed by our legacy refining portfolio of $358.6 million reflecting lower crack spreads and a 1.3% decrease in refined product sales volumes, partially offset by favorable impacts from realized derivatives of $114.6 million, favorable changes in crude oil differentials at the refineries in our legacy portfolio, lower intermediation fees of $19.1 million and other factors as described below.

•Adjusted Gross Margin for the Hawaii refinery declined by $5.91 per barrel from $15.25 per barrel during the year ended December 31, 2023, to $9.34 per barrel during the year ended December 31, 2024. The decrease was primarily due to lower crack spreads, partially offset by favorable changes in realized derivatives. The Hawaii Index declined $5.85 per barrel, or 45%.

•Adjusted Gross Margin for the Washington refinery decreased by $6.16 per barrel from $9.41 per barrel during the year ended December 31, 2023, to $3.25 per barrel during the year ended December 31, 2024. The decrease was primarily due to lower crack spreads and a 6% decrease in refined product sales volumes, partially offset by lower environmental costs, and favorable changes in crude oil differentials and realized derivatives. The Washington Index declined $5.68 per barrel, or 58%.

•Adjusted Gross Margin for the Wyoming refinery decreased by $11.42 per barrel from $25.15 per barrel during the year ended December 31, 2023, to $13.73 per barrel during the year ended December 31, 2024. The decrease was primarily due to lower crack spreads, partially offset by favorable changes in crude oil differentials. The Wyoming Index declined $8.01 per barrel, or 33%.

•Adjusted Gross Margin for the Montana refinery decreased by $9.77 per barrel from $21.14 per barrel during the year ended December 31, 2023, to $11.37 per barrel during the year ended December 31, 2024. The decrease was primarily due to lower crack spreads, partially offset by higher refined product sale volumes. The Montana Index declined $9.32 per barrel, or 39%.

Logistics. For the year ended December 31, 2024, our logistics Adjusted Gross Margin was approximately $135.8 million, an increase of $14.6 million compared to $121.2 million for the year ended December 31, 2023. The increase was primarily due to a $14.7 million increased contribution from the Billings Acquisition logistics assets acquired in June 2023.

Retail. For the year ended December 31, 2024, our retail Adjusted Gross Margin was approximately $164.7 million, an increase of $9.4 million compared to $155.3 million for the year ended December 31, 2023. The increase was primarily related to a $4.1 million increase in fuel volumes and $3.5 million of increased merchandise margins.

~~Year Ended December 31, 2023 Compared to Year Ended December 31, 2022~~ 49

Refining. For the year ended December 31, 2023, our refining Adjusted Gross Margin was approximately $995.0 million, an increase of $182.2 million compared to $812.8 million for the year ended December 31, 2022. The increase in profitability was primarily due to Adjusted Gross Margin contributed by the Montana refinery of $246.1 million and 6.0% higher refined product sales margins across our legacy refining portfolio, partially offset by $155.6 million higher environmental credit obligation costs, excluding the mark-to-market impacts, and lower crack spreads of $107.6 million.

•Adjusted Gross Margin for the Hawaii refinery improved by $1.26 per barrel from $13.99 per barrel during the year ended December 31, 2022, to $15.25 per barrel during the year ended December 31, 2023, primarily due to lower feedstock costs, a 6% increase in refined product sales volumes, a favorable change in realized derivatives, and higher

yield, partially offset by $98.0 million higher purchased product costs and lower crack spreads. The Hawaii Index declined from $19.21 in the year ended December 31, 2022, to $13.06 during the year ended December 31, 2023.

•Adjusted Gross Margin for the Wyoming refinery decreased by $1.35 per barrel from $26.50 per barrel during the year ended December 31, 2022, to $25.15 per barrel during the year ended December 31, 2023. The change is primarily due to an 8% increase in refined product sales volumes, partially offset by lower crack spreads. The Wyoming Index declined from $26.33 in the year ended December 31, 2022, to $24.48 during the year ended December 31, 2023.

•Adjusted Gross Margin for the Washington refinery decreased by $8.59 per barrel from $18.00 per barrel during the year ended December 31, 2022, to $9.41 per barrel during the year ended December 31, 2023, primarily due to higher environmental credit obligation expenses, declining crack spreads, and higher refined product delivery costs, partially offset by lower feedstock costs and 5% higher refined product sales volumes. The Washington Index declined from $19.85 in the year ended December 31, 2022, to $9.81 during the year ended December 31, 2023.

Logistics. For the year ended December 31, 2023, our logistics Adjusted Gross Margin was approximately $121.2 million, an increase of $31.8 million compared to $89.4 million for the year ended December 31, 2022. The increase was primarily due to Adjusted Gross Margin of $23.8 million contributed from the Billings Acquisition logistics assets acquired in June 2023 and a 3% increase in throughput across our legacy assets, net of associated higher fees and variable expenses, and higher third-party revenue.

Retail. For the year ended December 31, 2023, our retail Adjusted Gross Margin was approximately $155.3 million, an increase of $13.8 million compared to $141.5 million for the year ended December 31, 2022. The increase was primarily related to an 11% increase in sales volumes and a 33% increase in merchandise sales.

Discussion of Consolidated Results

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Revenues. For the year ended December 31, 2025, revenues were $7.5 billion, a $0.5 billion decrease compared to $8.0 billion for the year ended December 31, 2024. The decrease was primarily driven by $0.6 billion lower refining revenue related to lower crude oil prices, partially offset by a $0.2 billion increase related to higher average product crack spreads. The Combined Index increased 32% as compared to the prior period. Average Brent crude oil prices and average WTI crude oil prices both declined 15% compared to the prior period. Revenues at our retail segment decreased $8.1 million primarily due to a 3% decrease in fuel prices, partially offset by a 1% increase in fuel sales volumes and a 1% increase in merchandise sales. Please read our key operating statistics for further information.

Cost of Revenues (Excluding Depreciation). For the year ended December 31, 2025, cost of revenues (excluding depreciation) was $6.1 billion, a $1.0 billion decrease compared to $7.1 billion for the year ended December 31, 2024, primarily driven by the decreases in crude oil prices discussed above, an SRE benefit of $0.2 billion related to SREs granted for the 2019 through 2024 compliance years, and lower purchased product costs, partially offset by unfavorable feedstock costs.

Operating Expense (Excluding Depreciation). For the year ended December 31, 2025, operating expense (excluding depreciation) was approximately $587.7 million, which was relatively consistent with $584.3 million for the year ended December 31, 2024.

Depreciation and Amortization. For the year ended December 31, 2025, D&A expense was approximately $144.3 million, an increase of $12.7 million compared to $131.6 million for the year ended December 31, 2024. The increase was primarily driven by a $14.8 million increase in Montana primarily related to the amortization of turnaround assets and a $3.0 million increase in Wyoming driven by equipment damaged as a result of the February 2025 operational incident, partially offset by a $4.8 million decrease in D&A at our Hawaii Refinery reflecting fully amortized turnaround assets.

General and Administrative Expense (Excluding Depreciation). For the year ended December 31, 2025, General and administrative expense (excluding depreciation) was approximately $98.5 million, a decrease of $10.3 million compared to $108.8 million for the year ended December 31, 2024. The decrease was primarily due to $13.1 million of stock-based compensation expenses related to CEO transition costs in 2024 and a $7.8 million decrease in renewable project costs, partially offset by a $7.5 million increase in employee costs and a $2.2 million increase in IT expenses.

Equity Earnings from Refining and Logistics Investments. For the year ended December 31, 2025, Equity earnings from refining and logistics investments were $26.3 million, an increase of $14.4 million compared to $11.9 million for the year ended December 31, 2024. The increase was primarily due to a $13.9 million increase in our proportionate share of YELP’s net income. Please read “Note 3—Refining and Logistics Equity Investments” to our consolidated financial statements under Item 8 of this Form 10-K for additional information.

Acquisition and Integration Costs. For the year ended December 31, 2025, we incurred $4.3 million of acquisition and integration costs, primarily related to the establishment of the Hawaii Renewables joint venture. For the year ended December 31, 2024, we incurred an immaterial amount of acquisition and integration costs. Please read “Note 3—Refining and Logistics Equity Investments” to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Par West Redevelopment and Other Costs. For the year ended December 31, 2025, Par West redevelopment and other costs were $14.8 million, an increase of $2.3 million compared to $12.5 million for the year ended December 31, 2024. The increase was primarily due to an increase in redevelopment activities.

Other Operating Loss (Gain), Net. For the year ended December 31, 2025, other operating gain, net was $7.2 million, primarily related to a $10.3 million decrease due to the remeasurement of Montana Refinery environmental remediation liabilities, partially offset by a $3.9 million increase due to the remeasurement of Wyoming Refinery environmental remediation liabilities. Please read “Note 19—Commitments and Contingencies” to our consolidated financial statements under Item 8 of this Form 10-K for more information. For the year ended December 31, 2024, other operating loss, net was immaterial.

Interest Expense and Financing Costs, Net. For the year ended December 31, 2025, our Interest expense and financing costs, net were approximately $82.4 million, which was relatively consistent with $82.8 million for the year ended December 31, 2024.

Debt Extinguishment and Commitment Costs. For the year ended December 31, 2025, we incurred $1.1 million of debt extinguishment and commitment costs in connection with the repricing of our Term Loan Credit Agreement. For the year ended December 31, 2024, our Debt extinguishment and commitment costs of $1.7 million were incurred in connection with the repricing of our Term Loan Credit Agreement, the termination of our LC Facility, and the expiration of our Supply and Offtake Agreement in 2024. Please read “Note 15—Debt” to our consolidated financial statements under Item 8 of this Form 10-K for further discussion.

Other Expense, Net. For the year ended December 31, 2025, other expense was $0.7 million, a decrease of $1.2 million compared to $1.9 million for the year ended December 31, 2024. The decrease was primarily due to 2024 legal expenses unrelated to operating activities with no similar 2025 expenses.

Equity earnings (losses) from Laramie Energy, LLC. For the year ended December 31, 2025, equity earnings from Laramie Energy, LLC were $23.3 million, an increase of $23.6 million compared to $0.3 million of equity losses for the year ended December 31, 2024. The increase was primarily due to a $23.6 million increase in our proportionate share of Laramie Energy’s net income. On April 29, 2024, Laramie Energy made a one-time cash distribution to its owners, including us, based on ownership percentage. Our share of this distribution was $1.5 million. Please read “Note 4—Investment in Laramie Energy” to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Income Taxes. For the year ended December 31, 2025, we recorded an income tax expense of $110.8 million primarily due to a $100.4 million non-cash deferred tax expense driven by an increase in our 2025 taxable income. For the year ended December 31, 2024, we recorded an income tax benefit of $5.7 million primarily due to a $5.5 million non-cash deferred tax benefit driven by our 2024 pre-tax losses. Please read “Note 23—Income Taxes” to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Net Loss Attributable to Noncontrolling Interests. For the year ended December 31, 2025, losses attributable to noncontrolling interests were $2.3 million, related to our Hawaii Renewables joint venture. Please read “Note 5—Joint Venture” and “Note 20—Stockholders’ Equity” to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Revenues. For the year ended December 31, 2024, ~~revenues~~Revenues were $8.0 billion, a $0.2 billion decrease compared to $8.2 billion for the year ended December 31, 2023. The decrease was primarily due to a $0.7 billion decrease in third-party revenues when comparing our legacy refining operations, of which $0.5 billion was related to lower average crack spreads, $0.1 billion was related to lower crude oil prices, and $0.1 billion was related to a 1% decrease in sales volumes. This decrease was partially offset by an increase of $0.5 billion in contributions from the Billings Acquisition, which closed on June 1, 2023. The Washington Index, Hawaii Index, Montana Index, and Wyoming Index declined 58%, 45%, 39%, and 33% respectively, compared to 2023. Average Brent crude oil prices declined 3% and average WTI crude oil prices declined 2% as compared to the prior period. Revenues at our retail segment decreased $7.7 million primarily due to a 6% decrease in fuel sales prices, partially offset by a 3% increase in sales volumes and a 5% increase in merchandise sales.

Cost of Revenues (Excluding Depreciation). For the year ended December 31, 2024, ~~cost~~Cost of revenues (excluding depreciation) was $7.1 billion, a $0.3 billion increase compared to $6.8 billion for the year ended December 31, 2023, primarily driven by an additional $0.5 billion in contributions related to a full year of results from our Billings assets, partially offset by decreases in crude oil prices at our legacy refining locations as discussed above.

Operating Expense (Excluding Depreciation). For the year ended December 31, 2024, operating expense (excluding depreciation) was approximately $584.3 million, an increase of $98.7 million compared to $485.6 million for the year ended December 31, 2023. The increase was primarily driven by a $96.2 million increase in expense from the Billings Acquisition.

Depreciation and Amortization. For the year ended December 31, 2024, D&A expense was approximately $131.6 million, an increase of $11.8 million compared to $119.8 million for the year ended December 31, 2023. The increase was primarily driven by $18.4 million of additional D&A attributable to the Billings Acquisition, partially offset by a $6.3 million decrease in D&A from our Hawaii Refinery reflecting fully depreciated assets in the second half of 2023 and the second quarter of 2024.

General and Administrative Expense (Excluding Depreciation). For the year ended December 31, 2024, ~~General~~general and administrative expense (excluding depreciation) was approximately $108.8 million, an increase of $17.4 million compared to $91.4 million for the year ended December 31, 2023. The increase was primarily due to $13.1 million of stock-based ~~compensation expenses related to CEO transition costs in the first quarter of 2024, $3.1 million higher Information Technology (“IT”) expenses, and a $2.1 million increase in employee costs.~~

Equity earnings from refining and logistics investments. For the year ended December 31, 2024, Equity earnings from refining and logistics investments were $11.9 million, which was relatively consistent with $11.8 million for the year 51

45compensation expenses related to CEO transition costs in the first quarter of 2024, a $3.1 million increase in IT expenses, and a $2.1 million increase in employee costs.

Equity earnings from refining and logistics investments. For the year ended December 31, 2024, equity earnings from refining and logistics investments were $11.9 million, which was relatively consistent with $11.8 million for the year December 31, 2023. Please read “Note 3—Refining and Logistics Equity Investments” to our consolidated financial statements under Item 8 of this Form 10-K for additional information.

Acquisition and ~~integration~~Integration ~~costs~~Costs. For the year ended December 31, 2024, we incurred an immaterial amount of ~~Acquisition~~acquisition and integration costs. For the year ended December 31, 2023, we incurred $17.5 million of ~~Acquisition~~acquisition and integration costs related to the Billings Acquisition, which closed on June 1, 2023. Please read “Note 56—Acquisitions” to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Par West redevelopment and other costs. For the year ended December 31, 2024, Par West redevelopment and other costs were $12.5 million, an increase of $1.1 million compared to $11.4 million for the year ended December 31, 2023, associated with the operation and decommissioning of our Par West facility. Increased redevelopment activity was the primary driver of the increase in costs.

Interest Expense and Financing Costs, Net. For the year ended December 31, 2024, our ~~Interest~~interest expense and financing costs, net were approximately $82.8 million, an increase of $10.3 million compared to $72.5 million for the year ended December 31, 2023. $15.8 million of the increase in interest expense and financing costs, primarily related to higher ABL Credit Facility and Term Loan B Facility balances in 2024, and a $7.1 million decrease in interest income from our investment accounts. This activity was partially offset by a $12.8 million net decrease in inventory financing costs related to the refinancing of our inventory financing agreements in 2023 and 2024. Please read “Note 1413—~~Debt~~Inventory Financing Agreements” and “Note 1215—~~Inventory~~Debt” ~~Financing Agreements~~ to our consolidated financial statements under Item 8 of this Form 10-K for further discussion on our ~~indebtedness and~~ inventory financing and indebtedness, respectively.

Debt extinguishment and commitment costs. For the year ended December 31, 2024, our ~~Debt~~debt extinguishment and commitment costs were approximately $1.7 million in connection towith the repricing of our Term Loan Credit Agreement, the termination of our LC Facility and the expiration of our Supply and Offtake Agreement in the second quarter of 2024. For the year ended December 31, 2023, our ~~Debt~~debt extinguishment and commitment costs were approximately $19.2 million in connection with the refinancing of our long-term debt in the first quarter of 2023 and the termination of the Washington Refinery Intermediation Agreement in the fourth quarter of 2023. Please read “Note 1415—Debt” to our consolidated financial statements under Item 8 of this Form 10-K for further discussion.

Other expense, net. For the year ended December 31, 2024, ~~Other~~other expense, ~~net~~ was $1.9 million, an increase of $1.8 million compared to $0.1 million for the year ended December 31, 2023. 2024 activity was primarily due to $0.8 million of 2024 legal expenses unrelated to operating activities with no similar 2023 activity.

Equity earnings (losses) from Laramie Energy, LLC. For the year ended December 31, 2024, equity losses from Laramie Energy, LLC were $0.3 million, ~~a decrease of $25.3 million~~ compared to $25.0 million of equity earnings for the year ended December 31, 2023. For the year ended December 31, 2024, our proportionate share of Laramie Energy’s net loss was $6.8 million, partially offset by $6.5 million of accretion of the basis difference. On April 29, 2024, Laramie Energy made a cash distribution to its owners, including us, based on ownership percentage. Our share of this distribution was $1.5 million. For the year ended December 31, 2023, our proportionate share of Laramie Energy’s net income was $19.5 million, and the accretion of basis was $5.5 million. On March 1, 2023, following a refinancing of certain debt, Laramie Energy, LLC was permitted to make a one-time cash distribution to its owners based on ownership percentage. Our share of this distribution was $10.7 million. Please read “Note 4—Investment in Laramie Energy” to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Income Taxes. For the year ended December 31, 2024, we recorded an income tax benefit of $5.7 million primarily due to a $5.5 million non-cash deferred tax benefit driven by our 2024 pre-tax losses. For the year ended December 31, 2023, we recorded an income tax benefit of $115.3 million primarily related to the release of the federal tax valuation allowance in the fourth quarter of 2023, partially offset by state taxes. Please read “Note 2223—Income Taxes” to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Revenues. For the year ended December 31, 2023, Revenues were $8.2 billion, a $0.9 billion increase compared to $7.3 billion for the year ended December 31, 2022. The Billings Acquisition contributed revenues of $1.5 billion in the first seven months under our ownership, partially offset by a decrease of $0.6 billion across our legacy refinery portfolio. The decrease in our legacy refining revenue was primarily driven by a $0.8 billion decrease related to lower crude oil prices, partially offset by a 6% increase in sales volumes. Average Brent crude oil prices declined 17% and average WTI crude oil

prices declined 18% as compared to the prior period. Revenues at our retail segment increased $22.3 million primarily due to an 11% increase in sales volume and a 33% increase in merchandise sales, partially offset by an 8% decrease in fuel sales prices.

Cost of Revenues (Excluding Depreciation). For the year ended December 31, 2023, Cost of revenues (excluding depreciation) was $6.8 billion, a $0.4 billion increase compared to $6.4 billion for the year ended December 31, 2022, inclusive of a $1.5 billion contribution from the Billings Acquisition. There was a decrease of $1.0 billion of Cost of revenues (excluding depreciation) across our legacy refining operations primarily due to decreases in crude oil prices as discussed above.

Operating Expense (Excluding Depreciation). For the year ended December 31, 2023, Operating expense (excluding depreciation) was approximately $485.6 million, an increase of $152.4 million compared to $333.2 million for the year ended December 31, 2022. $134.1 million of the increase was contributed by the Billings Acquisition. Other factors that drove the increase include higher repair and maintenance and employee expenses.

Depreciation and Amortization. For the year ended December 31, 2023, D&A expense was approximately $119.8 million, an increase of $20.0 million compared to $99.8 million for the year ended December 31, 2022. The increase was primarily driven by the $21.7 million contribution from the Billings Acquisition.

General and Administrative Expense (Excluding Depreciation). For the year ended December 31, 2023, General and administrative expense (excluding depreciation) was approximately $91.4 million, an increase of $29.0 million compared to $62.4 million for the year ended December 31, 2022. The increase was primarily due to a $12.1 million increase in employee costs, a $6.0 million increase in outside services, $5.8 million of expenses related to development of our renewable projects, and $3.9 million higher IT expenses.

Equity earnings from refining and logistics investments. For the year ended December 31, 2023, Equity earnings from refining and logistics investments were $11.8 million. As part of the Billings Acquisition, we acquired a 65% limited partnership ownership interest in YELP and a 40% ownership interest in YPLC. For the year ended December 31, 2023, our proportionate share of YELP’s net income and YPLC’s net income was $8.1 million and $4.4 million, respectively. Please read Note 3—Refining and Logistics Equity Investments to our consolidated financial statements under Item 8 of this Form 10-K for additional information.

Acquisition and Integration Costs. For the year ended December 31, 2023, we incurred approximately $17.5 million of Acquisition and integration costs primarily related to the Billings Acquisition, compared to $3.7 million of Acquisition and integration costs for the year ended December 31, 2022. Please read Note 5—Acquisitions to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Par West redevelopment and other costs. For the year ended December 31, 2023, Par West redevelopment and other costs were $11.4 million, an increase of $2.4 million compared to $9.0 million for the year ended December 31, 2022, associated with the operation and decommissioning of our Par West facility.

Interest Expense and Financing Costs, Net. For the year ended December 31, 2023, our Interest expense and financing costs, net were approximately $72.5 million, an increase of $4.2 million compared to $68.3 million for the year ended December 31, 2022. The increase was primarily due to higher outstanding debt balances and increased borrowings under our inventory financing agreements. Please read Note 12—Inventory Financing Agreements and Note 14—Debt to our consolidated financial statements under Item 8 of this Form 10-K for further discussion on our inventory financing and indebtedness, respectively.

Debt extinguishment and commitment costs. For the year ended December 31, 2023, our Debt extinguishment and commitment costs were approximately $19.2 million in connection with the refinancing of our long-term debt in the first quarter of 2023 and the termination of the Washington Refinery Intermediation Agreement in the fourth quarter of 2023. For the year ended December 31, 2022, our Debt extinguishment and commitment costs were approximately $5.3 million and primarily represented extinguishment costs associated with the repurchase and cancellation of an additional $36.9 million of 12.875% Senior Secured Notes in the second quarter of 2022. Please read Note 14—Debt to our consolidated financial statements under Item 8 of this Form 10-K for further discussion.

Equity Earnings from Laramie Energy, LLC. For the year ended December 31, 2023, Equity earnings from Laramie Energy, LLC were $25.0 million. On March 1, 2023, following a refinancing of certain debt, Laramie Energy, LLC was permitted to make a one-time cash distribution to its owners based on ownership percentage. Our share of this distribution was $10.7 million. Effective February 21, 2023, we resumed the application of equity method accounting with respect to our investment in Laramie Energy. In the fourth quarter of 2023 and due to Laramie Energy, LLC’s positive financial results, our share of net income from our investment in Laramie Energy exceeded our share of net losses recorded during the period that

equity method accounting was suspended, and we recorded equity earnings of $14.3 million. There were no equity earnings from our investment in Laramie Energy, LLC, for the year ended December 31, 2022. Please read Note 4—Investment in Laramie Energy to our consolidated financial statements under Item 8 of this Form 10-K for more information.

Income Taxes. For the year ended December 31, 2023, we recorded an Income tax benefit of $115.3 million primarily related to the release of the federal tax valuation allowance in the fourth quarter of 2023, partially offset by state taxes. For the year ended December 31, 2022, we recorded an Income tax expense of $0.7 million primarily driven by an increase in state taxable income and recording a valuation allowance against our net deferred tax assets.

Condensed Consolidating Financial Information

On February 28, 2023, Par Petroleum, LLC (“Par Borrower”) entered into the Term Loan Credit Agreement (the “Term Loan Credit Agreement”) due 2030 with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Term Loan Credit Agreement was co-issued by Par Petroleum Finance Corp. (together with the Par Borrower, the “Term Loan Borrowers”), which has no independent assets or operations. The Term Loan Credit Agreement is guaranteed on a senior unsecured basis only as to payment of principal and interest by Par Pacific Holdings, Inc. (the “Parent”) and is guaranteed on a senior secured basis by all of the subsidiaries of Par Borrower. The Term Loan Credit Agreement proceeds were used to refinance our existing Term Loan B 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.

lenders party thereto. The Term Loan Credit Agreement was co-issued by Par Petroleum Finance Corp. (together with the Par Borrower, the “Term Loan Borrowers”), which has no independent assets or operations. The Term Loan Credit Agreement is guaranteed on a senior unsecured basis only as to payment of principal and interest by Par Pacific Holdings, Inc. (the “Parent”) and is guaranteed on a senior secured basis by all of the subsidiaries of Par Borrower. The Term Loan Credit Agreement proceeds were used to refinance our existing Term Loan B 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).

4853


	As of December 31, 2025
	Parent Guarantor		Par Borrower and Subsidiaries		Non-Guarantor Subsidiaries and Eliminations		Par Pacific Holdings, Inc. and Subsidiaries
ASSETS
Current assets
Cash and cash equivalents	$	15,639	$	125,892	$	22,582	$	164,113
Restricted cash	351		—		—		351
Trade accounts receivable	—		312,672		—		312,672
Inventories	—		1,199,523		29,264		1,228,787
Prepaid and other current assets	2,903		65,864		1,401		70,168
Due from related parties	579,579		—		(579,579)		—
Current note receivable from subsidiaries	60,000		—		(60,000)		—
Total current assets	658,472		1,703,951		(586,332)		1,776,091
Property, plant, and equipment
Property, plant, and equipment	25,016		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, net	7,286		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 subsidiaries	1,051,331		—		(1,051,331)		—
Intangible assets, net	—		8,541		943		9,484
Goodwill	—		124,679		2,597		127,276
Long term note receivable from subsidiaries	3,000		—		(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 payable	3,062		331,502		6,991		341,555


Accrued taxes	—		31,565		—		31,565
Operating lease liabilities	536		99,022		—		99,558


Other accrued liabilities	3,474		457,297		6,265		467,036
Due to related parties	254,102		393,859		(647,961)		—
Total current liabilities	261,174		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 liabilities	690		15,201		(3,889)		12,002
Operating lease liabilities	10,192		302,258		—		312,450
Other liabilities	—		153,152		(100,507)		52,645
Total liabilities	272,056		2,779,876		(770,759)		2,281,173
Commitments and contingencies
Noncontrolling interest	—		—		40,976		40,976
Stockholders’ equity
Preferred stock	—		—		—		—
Common stock	497		—		—		497
Additional paid-in capital	901,221		(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’ equity	1,454,820		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


	As of December 31, 2024
	Parent Guarantor		Par Borrower and Subsidiaries		Non-Guarantor Subsidiaries and Eliminations		Par Pacific Holdings, Inc. and Subsidiaries
ASSETS
Current assets
Cash and cash equivalents	$	7,095	$	184,826	$	—	$	191,921
Restricted cash	346		—		—		346
Trade accounts receivable	—		398,131		—		398,131
Inventories	—		1,089,318		—		1,089,318
Prepaid and other current assets	12,355		80,172		—		92,527
Due from related parties	368,222		—		(368,222)		—
Total current assets	388,018		1,752,447		(368,222)		1,772,243
Property, plant, and equipment


Property, plant, and equipment	24,536		1,702,474		3,956		1,730,966
Less accumulated depreciation and amortization	(17,240)		(553,918)		(3,499)		(574,657)
Property, plant, and equipment, net	7,296		1,148,556		457		1,156,309
Long-term assets
Operating lease right-of-use (“ROU”) assets	7,369		420,751		—		428,120
Refining and logistics equity investments	—		—		86,311		86,311


Investment in Laramie Energy, LLC	—		—		12,498		12,498
Investment in subsidiaries	993,901		—		(993,901)		—
Intangible assets, net	—		9,520		—		9,520
Goodwill	—		126,678		2,597		129,275
Other long-term assets	726		111,206		123,163		235,095
Total assets	$	1,397,310	$	3,569,158	$	(1,137,097)	$	3,829,371
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	—	$	4,885	$	—	$	4,885
Obligations under inventory financing agreements	—		194,198		—		194,198
Accounts payable	4,257		432,538		—		436,795


Accrued taxes	—		36,027		—		36,027
Operating lease liabilities	4		80,170		—		80,174

Other accrued liabilities	1,796		342,062		330		344,188
Due to related parties	189,232		156,619		(345,851)		—
Total current liabilities	195,289		1,246,499		(345,521)		1,096,267
Long-term liabilities
Long-term debt, net of current maturities	—		1,108,082		—		1,108,082


Finance lease liabilities	464		15,313		(4,087)		11,690
Operating lease liabilities	10,255		351,837		—		362,092
Other liabilities	—		131,813		(71,875)		59,938
Total liabilities	206,008		2,853,544		(421,483)		2,638,069
Commitments and contingencies
Stockholders’ equity
Preferred stock	—		—		—		—
Common stock	552		—		—		552
Additional paid-in capital	884,548		161,642		(161,642)		884,548
Accumulated earnings (deficit)	295,846		545,720		(545,720)		295,846
Accumulated other comprehensive income (loss)	10,356		8,252		(8,252)		10,356
Total stockholders’ equity	1,191,302		715,614		(715,614)		1,191,302
Total liabilities and stockholders’ equity	$	1,397,310	$	3,569,158	$	(1,137,097)	$	3,829,371

4955

	As of December 31, 2023
	Year Ended December 31, 2025
	Parent Guarantor		Par Borrower and Subsidiaries		Non-Guarantor Subsidiaries and Eliminations		Par Pacific Holdings, Inc. and Subsidiaries
ASSETS
Revenues	$	131	$	7,467,883	$	(3,364)	$	7,464,650
Current assets
Operating expenses
Cash and cash equivalents	$	10,369	$	268,711	$	27	$	279,107
Cost of revenues (excluding depreciation)	—		6,110,069		(247)		6,109,822
Restricted cash	339		—		—		339
Operating expense (excluding depreciation)	—		585,239		2,426		587,665
Trade accounts receivable	—		367,249		—		367,249
Depreciation and amortization	2,120		141,727		478		144,325
Inventories	—		1,160,395		—		1,160,395
General and administrative expense (excluding depreciation)	28,923		69,527		—		98,450
Prepaid and other current assets	4,767		177,638		—		182,405
Equity earnings from refining and logistics investments	—		—		(26,278)		(26,278)
Due from related parties	380,159		—		(380,159)		—
Acquisition and integration costs	4,335		—		—		4,335
Total current assets	395,634		1,973,993		(380,132)		1,989,495
Par West redevelopment and other costs	—		14,793		—		14,793
Property, plant, and equipment
Other operating loss (gain), net	9		(7,229)		—		(7,220)
Property, plant, and equipment	21,350		1,552,496		3,955		1,577,801
Total operating expenses	35,387		6,914,126		(23,621)		6,925,892
Less accumulated depreciation and amortization	(16,487)		(458,616)		(3,310)		(478,413)
Operating income (loss)	(35,256)		553,757		20,257		538,758
Property, plant, and equipment, net	4,863		1,093,880		645		1,099,388
Other income (expense)
Long-term assets
Interest expense and financing costs, net	(91)		(82,308)		16		(82,383)
Operating lease right-of-use (“ROU”) assets	7,005		339,449		—		346,454
Debt extinguishment and commitment costs	—		(1,147)		—		(1,147)
Refining and logistics equity investments	—		—		87,486		87,486
Other income (expense), net	(55)		(610)		—		(665)
Investment in Laramie Energy, LLC	—		—		14,279		14,279
Equity earnings (losses) from subsidiaries	404,793		—		(404,793)		—
Investment in subsidiaries	1,070,518		—		(1,070,518)		—
Equity earnings (losses) from Laramie Energy, LLC	—		—		23,308		23,308
Intangible assets, net	—		10,918		—		10,918
Total other income (expense), net	404,647		(84,065)		(381,469)		(60,887)
Goodwill	—		126,678		2,597		129,275
Income (loss) before income taxes	369,391		469,692		(361,212)		477,871
Other long-term assets	726		65,323		120,606		186,655
Income tax benefit (expense) (1)	—		(110,918)		135		(110,783)
Total assets	$	1,478,746	$	3,610,241	$	(1,225,037)	$	3,863,950
Net income (loss)	369,391		358,774		(361,077)		367,088
LIABILITIES AND STOCKHOLDERS’ EQUITY
Less:
Current liabilities
Net loss attributable to noncontrolling interest	—		—		(2,303)		(2,303)
Current maturities of long-term debt	$	—	$	4,255	$	—	$	4,255
Net income attributable to Par Pacific stockholders	$	369,391	$	358,774	$	(358,774)	$	369,391
Obligations under inventory financing agreements	—		594,362		—		594,362
Adjusted EBITDA	$	(28,600)	$	633,897	$	28,219	$	633,516
Accounts payable	4,991		386,334		—		391,325
Accrued taxes	—		40,064		—		40,064
Operating lease liabilities	—		72,833		—		72,833
Other accrued liabilities	947		415,468		5,347		421,762
Due to related parties	128,922		232,803		(361,725)		—
Total current liabilities	134,860		1,746,119		(356,378)		1,524,601
Long-term liabilities
Long-term debt, net of current maturities	—		646,603		—		646,603
Finance lease liabilities	—		16,693		(4,255)		12,438
Operating lease liabilities	8,462		274,055		—		282,517
Other liabilities	—		119,618		(57,251)		62,367
Total liabilities	143,322		2,803,088		(417,884)		2,528,526
Commitments and contingencies
Stockholders’ equity
Preferred stock	—		—		—		—
Common stock	597		—		—		597
Additional paid-in capital	860,797		242,505		(242,505)		860,797
Accumulated earnings (deficit)	465,856		558,581		(558,581)		465,856
Accumulated other comprehensive income (loss)	8,174		6,067		(6,067)		8,174
Total stockholders’ equity	1,335,424		807,153		(807,153)		1,335,424
Total liabilities and stockholders’ equity	$	1,478,746	$	3,610,241	$	(1,225,037)	$	3,863,950

5056

	Year Ended December 31, 2024
	Parent Guarantor		Par Borrower and Subsidiaries		Non-Guarantor Subsidiaries and Eliminations		Par Pacific Holdings, Inc. and Subsidiaries
Revenues	$	—	$	7,974,432	$	25	$	7,974,457
Operating expenses
Cost of revenues (excluding depreciation)	—		7,101,148		—		7,101,148
Operating expense (excluding depreciation)	—		584,282		—		584,282
Depreciation and amortization	1,636		129,766		188		131,590
General and administrative expense (excluding depreciation)	33,490		75,354		—		108,844
Equity earnings from refining and logistics investments	—		—		(11,905)		(11,905)
Acquisition and integration costs (2)	—		100		—		100
Par West redevelopment and other costs	—		12,548		—		12,548
Loss (gain) on sale of assets, net	100		122		—		222
Other operating loss (gain), net	100		122		—		222
Total operating expenses	35,226		7,903,320		(11,717)		7,926,829
Operating income (loss)	(35,226)		71,112		11,742		47,628
Other income (expense)
Interest expense and financing costs, net	(40)		(83,106)		353		(82,793)
Debt extinguishment and commitment costs	—		(1,688)		—		(1,688)
Other income (expense), net	(31)		(1,838)		—		(1,869)
Equity earnings (losses) from subsidiaries	1,975		—		(1,975)		—
Equity earnings (losses) from Laramie Energy, LLC	—		—		(296)		(296)
Total other income (expense), net	1,904		(86,632)		(1,918)		(86,646)
Income (loss) before income taxes	(33,322)		(15,520)		9,824		(39,018)
Income tax benefit (expense) (1)	—		2,659		3,037		5,696
Net income (loss)	$(33,322)	~~(33,322)~~	$(12,861)	~~(12,861)~~	$12,861	~~12,861~~	$(33,322)	~~(33,322)~~
Less:
Net income attributable to noncontrolling interest	—		—		—		—
Net loss attributable to Par Pacific stockholders	$	(33,322)	$	(12,861)	$	12,861	$	(33,322)
Adjusted EBITDA	$	(26,167)	$	242,913	$	21,930	$	238,676

5157

	Year Ended December 31, 2023
	Parent Guarantor		Par Borrower and Subsidiaries		Non-Guarantor Subsidiaries and Eliminations		Par Pacific Holdings, Inc. and Subsidiaries
Revenues	$	—	$	8,231,886	$	69	$	8,231,955
Operating expenses
Cost of revenues (excluding depreciation)	—		6,838,109		—		6,838,109
Operating expense (excluding depreciation)	—		485,587		—		485,587
Depreciation and amortization	1,618		118,024		188		119,830
General and administrative expense (excluding depreciation)	29,258		62,189		—		91,447
Equity earnings from refining and logistics investments	—		—		(11,844)		(11,844)
Acquisition and integration costs (2)	—		17,482		—		17,482
Par West redevelopment and other costs	—		11,397		—		11,397
Loss (gain) on sale of assets, net	30		(89)		—		(59)
Other operating loss (gain), net	30		(89)		—		(59)
Total operating expenses	30,906		7,532,699		(11,656)		7,551,949
Operating income (loss)	(30,906)		699,187		11,725		680,006
Other income (expense)
Interest expense and financing costs, net	(24)		(72,789)		363		(72,450)
Debt extinguishment and commitment costs	—		(19,182)		—		(19,182)
Other income (expense), net	44		(97)		—		(53)
Equity earnings (losses) from subsidiaries	759,528		—		(759,528)		—
Equity earnings (losses) from Laramie Energy, LLC	—		—		24,985		24,985
Total other income (expense), net	759,548		(92,068)		(734,180)		(66,700)
Income (loss) before income taxes	728,642		607,119		(722,455)		613,306
Income tax benefit (expense) (1)	—		(153,017)		268,353		115,336
Net income (loss)	$728,642	~~728,642~~	$454,102	~~454,102~~	$(454,102)	~~(454,102)~~	$728,642	~~728,642~~
Less:
Net income attributable to noncontrolling interest	—		—		—		—
Net income attributable to Par Pacific stockholders	$	728,642	$	454,102	$	(454,102)	$	728,642
Adjusted EBITDA	$	(28,722)	$	709,613	$	15,356	$	696,247

	Year Ended December 31, 2022
	Parent Guarantor		Par Borrower and Subsidiaries		Non-Guarantor Subsidiaries and Eliminations		Par Pacific Holdings, Inc. and Subsidiaries
Revenues	$	—	$	7,321,656	$	129	$	7,321,785
Operating expenses
Cost of revenues (excluding depreciation)	—		6,377,494		(1,480)		6,376,014
Operating expense (excluding depreciation)	—		333,206		—		333,206
Depreciation and amortization	2,131		97,448		190		99,769
General and administrative expense (excluding depreciation)	17,882		44,514		—		62,396
Acquisition and integration costs	3,396		267		—		3,663
Par West redevelopment and other costs	—		9,003		—		9,003
Loss (gain) on sale of assets, net	27		(196)		—		(169)
Total operating expenses	23,436		6,861,736		(1,290)		6,883,882
Operating income (loss)	(23,436)		459,920		1,419		437,903
Other income (expense)
Interest expense and financing costs, net	(1)		(68,655)		368		(68,288)
Debt extinguishment and commitment costs	—		(5,329)		—		(5,329)
Other income (expense), net	(20)		634		(1)		613
Equity earnings (losses) from subsidiaries	388,008		—		(388,008)		—
Total other income (expense), net	387,987		(73,350)		(387,641)		(73,004)
Income (loss) before income taxes	364,551		386,570		(386,222)		364,899
Income tax benefit (expense) (1)	(362)		(96,995)		96,647		(710)
Net income (loss)	$	364,189	$	289,575	$	(289,575)	$	364,189
Adjusted EBITDA	$	(17,551)	$	659,378	$	1,608	$	643,435

________________________________________________________

(1) The income tax benefit (expense) of the Parent Guarantor and Par Borrower 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.

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

5358

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 the same manner as for the Par Pacific Holdings, Inc. Adjusted EBITDA calculations. 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):

	Year Ended December 31, 2024
	Year Ended December 31, 2025
	Parent Guarantor		Par Borrower and Subsidiaries		Non-Guarantor Subsidiaries and Eliminations		Par Pacific Holdings, Inc. and Subsidiaries
Net income (loss)	$	~~(33~~369,~~322)~~391	$	~~(12~~358,~~861)~~774	$	12(361,~~861~~077)	$	~~(33~~367,~~322)~~088
Inventory valuation adjustment	—		(~~490~~28,768)		—1,568		(~~490~~27,200)
Environmental obligation mark-to-market adjustments	—		(1914,~~136~~360)		—		(1914,~~136~~360)
Unrealized loss on derivatives	—		42,485		—		42,485
Unrealized loss (gain) on derivatives	—		(26,309)		—		(26,309)
Par West redevelopment and other costs	—		1214,~~548~~793		—		1214,~~548~~793
Acquisition and integration costs	—4,335		~~100~~—		—		~~100~~4,335
Debt extinguishment and commitment costs	—		1,~~688~~147		—		1,~~688~~147
Severance costs and other non-operating expense (2)	~~7,354~~247		71,~~448~~251		—		141,~~802~~498
Equity losses from Laramie Energy, LLC, excluding cash distributions	—		—		1(23,~~781~~308)		1(23,~~781~~308)
Par's portion of accounting policy differences from refining and logistics investments					3(2,~~856~~523)		3(2,~~856~~523)
Loss (gain) on sale of assets, net	100		122		—		222
Other operating loss (gain), net	9		(7,229)		—		(7,220)
Depreciation and amortization	12,~~636~~120		~~129~~141,~~766~~727		~~188~~478		~~131~~144,~~590~~325
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain)	4091		8381,~~902~~953		(~~353~~16)		8382,~~589~~028
Laramie Energy, LLC cash distributions to Par	—		—		~~(1,485)~~—		~~(1,485)~~—
Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments	—		—		6,144		6,144
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments	—		—		8,439		8,439
Equity losses (income) from subsidiaries	(1404,~~975~~793)		—		1404,~~975~~793		—
Income tax expense (benefit)	—		(2110,~~659)~~918		(~~3,037~~135)		(5110,~~696)~~783
Adjusted EBITDA (1)	$	(2628,~~167~~600)	$	~~242~~633,~~913~~897	$	2128,~~930~~219	$	~~238~~633,~~676~~516

5459

	Year Ended December 31, 2023
	Year Ended December 31, 2024
	Parent Guarantor		Par Borrower and Subsidiaries		Non-Guarantor Subsidiaries and Eliminations		Par Pacific Holdings, Inc. and Subsidiaries
Net income (loss)	$	~~728~~(33,~~642~~322)	$	~~454~~(12,~~102~~861)	$	~~(454~~12,~~102)~~861	$	~~728~~(33,~~642~~322)
Inventory valuation adjustment	—		~~102,710~~(490)		—		~~102,710~~(490)
Environmental obligation mark-to-market adjustments	—		(~~189~~19,~~783~~136)		—		(~~189~~19,~~783~~136)
Unrealized gain on derivatives	—		(49,690)		—		(49,690)
Unrealized loss on derivatives	—		42,485		—		42,485
Par West redevelopment and other costs	—		1112,~~397~~548		—		1112,~~397~~548
Acquisition and integration costs	—		~~17,482~~100		—		~~17,482~~100
Debt extinguishment and commitment costs	—		191,~~182~~688		—		191,~~182~~688
Severance costs and other non-operating expense	492		1,293		—		1,785
Severance costs and other non-operating expense (2)	7,354		7,448		—		14,802
Equity earnings from Laramie Energy, LLC, excluding cash distributions	—		—		~~(14~~1,~~279)~~781		~~(14~~1,~~279)~~781
Loss (gain) on sale of assets, net	30		(89)		—		(59)
Par's portion of accounting policy differences from refining and logistics investments	—		—		3,856		3,856
Depreciation and amortization	1,618		118,024		188		119,830
Other operating loss (gain), net	100		122		—		222
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain)	24		71,968		(363)		71,629
Depreciation and amortization	1,636		129,766		188		131,590
Laramie Energy, LLC cash distributions to Par	—		—		(10,706)		(10,706)
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain)	40		83,902		(353)		83,589
Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments	—		—		3,443		3,443
Laramie Energy, LLC cash distributions to Par	—		—		(1,485)		(1,485)
Equity losses (income) from subsidiaries	(759,528)		—		759,528		—
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments	—		—		6,144		6,144
Income tax expense (benefit)	—		153,017		(268,353)		(115,336)
Equity losses (income) from subsidiaries	(1,975)		—		1,975		—
Adjusted EBITDA (1)	$	(28,722)	$	709,613	$	15,356	$	696,247
Income tax expense (benefit)	—		(2,659)		(3,037)		(5,696)
Adjusted EBITDA (1)	$	(26,167)	$	242,913	$	21,930	$	238,676

	Year Ended December 31, 2022
	Parent Guarantor		Par Borrower and Subsidiaries		Non-Guarantor Subsidiaries and Eliminations		Par Pacific Holdings, Inc. and Subsidiaries
Net income (loss)	$	364,189	$	289,575	$	(289,575)	$	364,189
Inventory valuation adjustment	—		(15,712)		—		(15,712)
Environmental obligation mark-to-market adjustments	—		105,760		—		105,760
Unrealized loss on derivatives	—		9,336		—		9,336
Acquisition and integration costs	3,396		267		—		3,663
Debt extinguishment and commitment costs	—		5,329		—		5,329
Severance costs and other non-operating expense	351		1,921		—		2,272
Loss (gain) on sale of assets, net	27		(196)		—		(169)
Depreciation and amortization	2,131		97,448		190		99,769
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain)	1		68,655		(368)		68,288
Equity losses (income) from subsidiaries	(388,008)		—		388,008		—
Income tax expense (benefit)	362		96,995		(96,647)		710
Adjusted EBITDA (1)	$	(17,551)	$	659,378	$	1,608	$	643,435


	Year Ended December 31, 2023
	Parent Guarantor		Par Borrower and Subsidiaries		Non-Guarantor Subsidiaries and Eliminations		Par Pacific Holdings, Inc. and Subsidiaries
Net income (loss)	$	728,642	$	454,102	$	(454,102)	$	728,642
Inventory valuation adjustment	—		102,710		—		102,710




Environmental obligation mark-to-market adjustments	—		(189,783)		—		(189,783)
Unrealized gain on derivatives	—		(49,690)		—		(49,690)
Par West redevelopment and other costs	—		11,397		—		11,397
Acquisition and integration costs	—		17,482		—		17,482
Debt extinguishment and commitment costs	—		19,182		—		19,182


Severance costs and other non-operating expense	492		1,293		—		1,785
Other operating loss (gain), net	30		(89)		—		(59)


Equity earnings from Laramie Energy, LLC, excluding cash distributions	—		—		(14,279)		(14,279)

Depreciation and amortization	1,618		118,024		188		119,830
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain)	24		71,968		(363)		71,629
Laramie Energy, LLC cash distributions to Par	—		—		(10,706)		(10,706)
Par’s portion of interest, taxes, depreciation and amortization expense from refining and logistics investments	—		—		3,443		3,443
Equity losses (income) from subsidiaries	(759,528)		—		759,528

Filing Compare · PAR PACIFIC HOLDINGS, INC.