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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________________________________________________________________________________________________________

FORM 10-Q

________________________________________________________________________________________________________________________

(Mark One)


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

For the quarterly period ended September 30, 2025


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

For the transition period from to

Commission File No. 001-36550

________________________________________________________________________________________________________________________

PAR PACIFIC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

________________________________________________________________________________________________________________________


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)

(281) 899-4800

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Common stock, $0.01 par value

PARR

NYSE Texas, Inc.

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

50,291,043 shares of Common Stock, $0.01 par value, were outstanding as of October 31, 2025.

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


PART I FINANCIAL INFORMATION		Page No.
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Income (Loss)	3
	Condensed Consolidated Statements of Cash Flows	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	5
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	63
Item 4.	Controls and Procedures	65
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	66
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66
Item 3.	Defaults Upon Senior Securities	67
Item 4.	Mine Safety Disclosures	67
Item 5.	Other Information	67
Item 6.	Exhibits	68

The terms “Par,” “Company,” “we,” “our,” and “us” refer to Par Pacific Holdings, Inc. and its consolidated subsidiaries unless the context suggests otherwise.

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share data)


	September 30, 2025		December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	159,055	$	191,921
Restricted cash	350		346
Total cash, cash equivalents, and restricted cash	159,405		192,267
Trade accounts receivable, net of allowances of $0.4 million and $0.4 million at September 30, 2025, and December 31, 2024, respectively	349,115		398,131
Inventories	1,351,387		1,089,318
Prepaid and other current assets	122,230		92,527
Total current assets	1,982,137		1,772,243
Property, plant, and equipment


Property, plant, and equipment	1,830,999		1,730,966
Less accumulated depreciation and amortization	(646,166)		(574,657)
Property, plant, and equipment, net	1,184,833		1,156,309
Long-term assets


Operating lease right-of-use (“ROU”) assets	415,425		428,120


Refining and logistics equity investments	96,668		86,311
Investment in Laramie Energy, LLC	23,282		12,498
Intangible assets, net	8,787		9,520
Goodwill	129,275		129,275
Other long-term assets	236,175		235,095
Total assets	$	4,076,582	$	3,829,371
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	5,032	$	4,885
Obligations under inventory financing agreements	240,720		194,198
Accounts payable	447,624		436,795


Accrued taxes	43,223		36,027
Operating lease liabilities	96,527		80,174

Other accrued liabilities	475,440		344,188
Total current liabilities	1,308,566		1,096,267
Long-term liabilities
Long-term debt, net of current maturities	962,061		1,108,082


Finance lease liabilities	11,304		11,690
Operating lease liabilities	338,415		362,092
Other liabilities	60,174		59,938
Total liabilities	2,680,520		2,638,069
Commitments and contingencies (Note 14)
Stockholders’ equity
Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued	—		—
Common stock, $0.01 par value; 500,000,000 shares authorized at September 30, 2025, and December 31, 2024, 50,253,205 shares and 55,265,421 shares issued at September 30, 2025, and December 31, 2024, respectively	502		552
Additional paid-in capital	893,686		884,548
Accumulated earnings	491,747		295,846
Accumulated other comprehensive income	10,127		10,356
Total stockholders’ equity	1,396,062		1,191,302
Total liabilities and stockholders’ equity	$	4,076,582	$	3,829,371

See accompanying notes to the condensed consolidated financial statements.

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024




Revenues	$	2,012,936	$	2,143,933	$	5,651,410	$	6,142,236

Operating expenses
Cost of revenues (excluding depreciation)	1,453,697		1,905,200		4,606,536		5,422,875


Operating expense (excluding depreciation)	140,029		147,049		432,863		444,389
Depreciation and amortization	36,284		31,879		107,582		96,679


General and administrative expense (excluding depreciation)	24,242		22,399		72,133		87,322
Equity earnings from refining and logistics investments	(6,353)		(3,008)		(21,172)		(12,846)
Acquisition and integration costs	1,973		(23)		1,973		68
Par West redevelopment and other costs	4,525		4,006		13,197		9,048
Loss (gain) on sale of assets, net	23		—		(1,202)		114
Total operating expenses	1,654,420		2,107,502		5,211,910		6,047,649

Operating income	358,516		36,431		439,500		94,587

Other income (expense)
Interest expense and financing costs, net	(21,272)		(23,402)		(65,226)		(61,720)
Debt extinguishment and commitment costs	—		—		(25)		(1,418)

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


Equity earnings (losses) from Laramie Energy, LLC	8,202		(336)		10,784		2,867
Total other expense, net	(13,179)		(22,485)		(55,110)		(61,718)

Income before income taxes	345,337		13,946		384,390		32,869
Income tax expense	(82,706)		(6,460)		(92,699)		(10,496)
Net income	$	262,631	$	7,486	$	291,691	$	22,373

Income per share
Basic	$	5.29	$	0.13	$	5.69	$	0.39
Diluted	$	5.16	$	0.13	$	5.62	$	0.39
Weighted-average number of shares outstanding
Basic	49,633		55,729		51,237		57,283
Diluted	50,897		56,224		51,883		58,070

See accompanying notes to the condensed consolidated financial statements.

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Net income	$	262,631	$	7,486	$	291,691	$	22,373
Other comprehensive income (loss):



Other post-retirement benefits (loss), net of tax	(76)		(54)		(229)		(163)
Total other comprehensive loss, net of tax	(76)		(54)		(229)		(163)
Comprehensive income	$	262,555	$	7,432	$	291,462	$	22,210

See accompanying notes to the condensed consolidated financial statements.

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net Income	$	291,691	$	22,373
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	107,582		96,679

Debt extinguishment and commitment costs	25		1,418
Non-cash interest expense	4,734		4,202
Non-cash lower of cost and net realizable value adjustment	(531)		10,224


Deferred taxes	81,267		9,237
Loss (gain) on sale of assets, net	(1,202)		114
Stock-based compensation	11,761		22,485
Unrealized (gain) loss on derivative contracts	(41,363)		33,756
Equity earnings from Laramie Energy, LLC	(10,784)		(2,867)
Equity earnings from refining and logistics investments	(21,172)		(12,845)
Dividends received from refining and logistics investments	10,815		10,160

Net changes in operating assets and liabilities:
Trade accounts receivable	48,897		(57,237)

Prepaid and other assets	(4,340)		24,827
Inventories	(265,048)		72,652
Deferred turnaround expenditures	(100,011)		(57,751)
Obligations under inventory financing agreements	46,523		(82,528)
Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities	192,693		4,343

Net cash provided by operating activities	351,537		99,242
Cash flows from investing activities:



Capital expenditures	(121,338)		(87,864)
Proceeds from sale of assets and other	2,282		60


Return of capital from Laramie Energy, LLC	—		1,485

Net cash used in investing activities	(119,056)		(86,319)
Cash flows from financing activities:

Proceeds from borrowings	5,013,810		3,196,000
Repayments of borrowings	(5,180,660)		(2,826,019)
Net borrowings (repayments) of deferred payment arrangements and receivable advances	—		(165,459)
Payment of deferred loan costs	(389)		(8,038)
Purchase of common stock for retirement	(97,277)		(126,683)
Exercise of stock options	(2,089)		—


Proceeds from inventory financing agreements	28,203		203,074
Repayments of inventory financing agreements	(28,204)		(382,143)
Payments for debt extinguishment and commitment costs	(25)		(977)
Other financing activities, net	1,288		1,198
Net cash used in financing activities	(265,343)		(109,047)
Net decrease in cash, cash equivalents, and restricted cash	(32,862)		(96,124)
Cash, cash equivalents, and restricted cash at beginning of period	192,267		279,446
Cash, cash equivalents, and restricted cash at end of period	$	159,405	$	183,322
Supplemental cash flow information:
Net cash paid for:
Interest	$	(55,657)	$	(47,838)
Taxes	(124)		(11,379)
Non-cash investing and financing activities:
Accrued capital expenditures	$	16,310	$	31,162

ROU assets obtained in exchange for new finance lease liabilities	1,491		1,619
ROU assets obtained in exchange for new operating lease liabilities	55,860		150,308

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

See accompanying notes to the condensed consolidated financial statements.

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

(in thousands)


								Accumulated
				Additional				Other
	Common Stock			Paid-In		Accumulated		Comprehensive		Total
	Shares	Amount		Capital		Earnings		Income		Equity
Balance, December 31, 2023	59,756	$	597	$	860,797	$	465,856	$	8,174	$	1,335,424



Stock-based compensation	327	2		16,408		—		—		16,410


Purchase of common stock for retirement	(1,013)	(9)		(4,251)		(32,430)		—		(36,690)

Other comprehensive loss	—	—		—		—		(54)		(54)
Net loss	—	—		—		(3,751)		—		(3,751)
Balance, March 31, 2024	59,070	590		872,954		429,675		8,120		1,311,339


Issuance of common stock for employee stock purchase plan	56	—		1,409		—		—		1,409
Stock-based compensation	37	—		2,881		—		—		2,881


Purchase of common stock for retirement	(2,254)	(22)		(1,376)		(67,034)		—		(68,432)

Other comprehensive loss	—	—		—		—		(55)		(55)
Net income	—	—		—		18,638		—		18,638
Balance, June 30, 2024	56,909	568		875,868		381,279		8,065		1,265,780


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


Purchase of common stock for retirement	(933)	(9)		(62)		(22,098)		—		(22,169)
Exercise of stock options	—	—		—		—		—		—
Other comprehensive loss	—	—		—		—		(54)		(54)
Net income	—	—		—		7,486		—		7,486
Balance, September 30, 2024	55,987	$	559	$	878,789	$	366,667	$	8,011	$	1,254,026


								Accumulated
				Additional				Other
	Common Stock			Paid-In		Accumulated		Comprehensive		Total
	Shares	Amount		Capital		Earnings		Income		Equity
Balance, December 31, 2024	55,265	$	552	$	884,548	$	295,846	$	10,356	$	1,191,302


Stock-based compensation	753	7		3,539		—		—		3,546


Purchase of common stock for retirement	(3,708)	(36)		(1,340)		(51,186)		—		(52,562)

Other comprehensive loss	—	—		—		—		(76)		(76)
Net loss	—	—		—		(30,400)		—		(30,400)
Balance, March 31, 2025	52,310	523		886,747		214,260		10,280		1,111,810



Issuance of common stock for employee stock purchase plan	57	—		1,515		—		—		1,515
Stock-based compensation	15	—		4,249		—		—		4,249
Purchase of common stock for retirement	(1,623)	(16)		(359)		(28,167)		—		(28,542)



Other comprehensive loss	—	—		—		—		(77)		(77)
Net income	—	—		—		59,460		—		59,460
Balance, June 30, 2025	50,759	507		892,152		245,553		10,203		1,148,415


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


Purchase of common stock for retirement	(519)	(5)		(116)		(16,437)		—		(16,558)
Exercise of stock options	—	—		(2,089)		—		—		(2,089)
Other comprehensive loss	—	—		—		—		(76)		(76)
Net income	—	—		—		262,631		—		262,631
Balance, September 30, 2025	50,253	$	502	$	893,686	$	491,747	$	10,127	$	1,396,062

See accompanying notes to the condensed consolidated financial statements.

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Note 1—Overview

Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) provide both renewable and conventional fuels to the western United States. Currently, we operate in three primary business segments:

1) Refining - We own and operate four refineries. Our refineries in Kapolei, Hawaii, Newcastle, Wyoming, Tacoma, Washington, and Billings, Montana, convert crude oil into gasoline, distillate, asphalt, and other products to serve the state of Hawaii and areas ranging from Washington state to the Dakotas and Wyoming.

2) Retail - We operate fuel retail outlets in Hawaii, Washington, and Idaho. We operate convenience stores and fuel retail sites under our “Hele” and “nomnom” brands, “76” branded fuel retail sites, and other sites operated by third parties that sell gasoline, diesel, and retail merchandise such as soft drinks, prepared foods, and other sundries. We also operate unattended cardlock stations.

3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions. This network includes a single point mooring (“SPM”) in Hawaii, a unit train-capable rail loading terminal in Washington, and other terminals, pipelines, trucking operations, marine vessels, storage facilities, loading and truck racks, and rail facilities for the movement of petroleum, refined products, and ethanol in and among the Hawaiian islands, between the U.S. West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming.

As of September 30, 2025, we owned a 46.0% equity investment in Laramie Energy, LLC (“Laramie Energy”). Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. As of September 30, 2025, we own a 65% and a 40% equity investment in Yellowstone Energy Limited Partnership, (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively.

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

Note 2—Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of Par and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The condensed consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the complete fiscal year or for any other period. The condensed consolidated balance sheet as of December 31, 2024, was derived from our audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates.

Allowance for Credit Losses

We are exposed to credit losses primarily through our sales of refined products. Credit limits and/or prepayment requirements are set based on such factors as the customer’s financial results, credit rating, payment history, and industry and

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

are reviewed annually for customers with material credit limits. Credit allowances are reviewed at least quarterly based on changes in the customer’s creditworthiness due to economic conditions, liquidity, and business strategy as publicly reported and through discussions between the customer and the Company. We establish provisions for losses on trade receivables based on the estimated credit loss we expect to incur over the life of the receivable. We did not have a material change in our allowances on trade receivables during the three and nine months ended September 30, 2025 and 2024, respectively.

Cost Classifications

Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our environmental credit obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains and losses on derivatives and inventory valuation adjustments. Certain direct operating expenses related to our logistics segment are also included in Cost of revenues (excluding depreciation).

Operating expense (excluding depreciation) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, and environmental compliance costs, as well as chemicals and catalysts and other direct operating expenses.

The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our condensed consolidated statements of operations (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of revenues	$	6,059	$	5,891	$	19,343	$	19,795
Operating expense	17,274		19,089		57,585		55,860
General and administrative expense	772		629		2,190		1,666

Accounting Principles Adopted

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

Accounting Principles Not Yet Adopted

On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosure (Topic 740). This ASU requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. Additionally, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. ASU 2023-09, which allows for early adoption, is effective for all annual periods beginning after December 15, 2024. This is expected to result in expanded tax disclosures, applied on a prospective basis, in the full year financial statements for the year ended December 31, 2025.

Note 3—Refining and Logistics Equity Investments

Yellowstone Energy Limited Partnership

As of September 30, 2025, we owned a 65% limited partnership ownership interest in YELP. YELP owns a cogeneration facility in Billings, Montana, that converts petroleum coke, supplied from our Montana refinery and other nearby third-party refineries, into power production for the local utility grid. We account for our investment in YELP using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. Our proportionate share of YELP’s net income and the depreciation of our basis difference are included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations and reported as part of our refining segment. Please read Note 18—Segment Information for further information on our reporting segments. Our proportionate share of YELP’s net income (loss) is recorded on a one-month lag.

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Beginning balance	$	67,950	$	60,618	$	57,167	$	59,824

Equity earnings from YELP	4,208		1,446		15,687		8,201
Amortization of basis difference	(349)		(348)		(1,045)		(1,044)

Dividends received	(4,975)		(1,055)		(4,975)		(6,320)

Ending balance	$	66,834	$	60,661	$	66,834	$	60,661

Yellowstone Pipeline Company

As of September 30, 2025, we owned a 40% ownership interest in YPLC. YPLC owns a refined products pipeline that begins at our Montana refinery and transports refined product throughout Montana and the Pacific Northwest. We account for our ownership interest in YPLC using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. Our proportionate share of YPLC’s net income and the accretion of our basis difference is included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations and reported as part of our logistics segment. Please read Note 18—Segment Information for further information on our reporting segments.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Beginning balance	$	27,340	$	27,600	$	29,144	$	27,662

Equity earnings from YPLC	2,456		1,872		6,416		5,574
Accretion of basis difference	38		38		114		114

Dividends received	—		—		(5,840)		(3,840)

Ending balance	$	29,834	$	29,510	$	29,834	$	29,510

Note 4—Investment in Laramie Energy

As of September 30, 2025, we owned a 46.0% ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. The balance of our investment in Laramie Energy was $23.3 million and $12.5 million as of September 30, 2025, and December 31, 2024, respectively, and is accounted for under the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies.

On February 21, 2023, Laramie Energy entered into a term loan agreement which provides a $205 million first lien term loan facility with $160.0 million funded at closing and an optional $45 million delayed draw commitment. The delayed draw commitment expired in August 2024. Under the terms of the term loan, Laramie is permitted to make future cash distributions to its owners, including us, subject to certain restrictions. Laramie Energy’s term loan matures on February 21, 2027. As of September 30, 2025, and December 31, 2024, the term loan had an outstanding balance of $160.0 million.

At September 30, 2025, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $59.8 million. This difference arose primarily due to other-than-temporary impairments of our equity investment in Laramie Energy recorded in prior years.

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Beginning balance	$	15,080	$	15,997	$	12,498	$	14,279
Equity earnings (losses) from Laramie Energy	6,588		(1,950)		5,942		(1,976)
Accretion of basis difference	1,614		1,614		4,842		4,843

Dividends received	—		—		—		(1,485)


Ending balance	$	23,282	$	15,661	$	23,282	$	15,661

Note 5—Revenue Recognition

As of September 30, 2025, and December 31, 2024, receivables from contracts with customers were $291.9 million and $312.7 million, respectively. Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer. Deferred revenue was $4.7 million and $16.2 million as of September 30, 2025, and December 31, 2024, respectively. We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation.

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


Three Months Ended September 30, 2025	Refining		Logistics		Retail





















Product or service:
Gasoline	$	723,326	$	—	$	108,646
Distillates (1)	798,641		—		13,682
Other refined products (2)	387,615		—		—

Merchandise	—		—		28,048
Transportation and terminalling services	—		80,310		—
Other revenue	35,788		—		954
Total segment revenues (3)	$	1,945,370	$	80,310	$	151,330


Three Months Ended September 30, 2024	Refining		Logistics		Retail





















Product or service:
Gasoline	$	755,838	$	—	$	107,824
Distillates (1)	863,339		—		13,006
Other refined products (2)	400,899		—		—
Merchandise	—		—		28,469
Transportation and terminalling services	—		77,741		—
Other revenue	60,470		—		914
Total segment revenues (3)	$	2,080,546	$	77,741	$	150,213

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024


Nine Months Ended September 30, 2025	Refining		Logistics		Retail





















Product or service:
Gasoline	$	1,983,070	$	—	$	315,052
Distillates (1)	2,185,551		—		37,584
Other refined products (2)	1,146,149		—		—

Merchandise	—		—		79,223
Transportation and terminalling services	—		224,730		—
Other revenue	143,238		—		2,588
Total segment revenues (3)	$	5,458,008	$	224,730	$	434,447


Nine Months Ended September 30, 2024	Refining		Logistics		Retail





















Product or service:
Gasoline	$	2,133,705	$	—	$	323,027
Distillates (1)	2,497,574		—		36,914
Other refined products (2)	1,201,836		—		—
Merchandise	—		—		80,611
Transportation and terminalling services	—		222,058		—
Other revenue	131,320		—		2,637
Total segment revenues (3)	$	5,964,435	$	222,058	$	443,189

_______________________________________________________

(1)Distillates primarily include diesel and jet fuel.

(2)Other refined products include fuel oil, vacuum gas oil, and asphalt.

(3)Refer to Note 18—Segment Information for the reconciliation of segment revenues to total consolidated revenues.

Note 6—Inventories

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


	Titled Inventory		Inventory Financing Agreements (1)		Total
September 30, 2025
Crude oil and feedstocks	$	176,421	$	231,305	$	407,726
Refined products and blendstock	444,175		—		444,175
Warehouse stock and other (2)	499,486		—		499,486
Total	$	1,120,082	$	231,305	$	1,351,387

December 31, 2024
Crude oil and feedstocks	$	124,910	$	178,070	$	302,980
Refined products and blendstock	504,456		—		504,456
Warehouse stock and other (2)	281,882		—		281,882
Total	$	911,248	$	178,070	$	1,089,318

________________________________________________________

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

(2)Includes $405.4 million and $195.0 million of Renewable Identification Numbers (“RINs”) and environmental credits, reported at the lower of cost or net realizable value, as of September 30, 2025, and December 31, 2024, respectively. Our renewable volume obligation and other gross environmental credit obligations of $366.4 million and $232.0 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of September 30, 2025, and December 31, 2024, respectively.

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

As of September 30, 2025, and December 31, 2024, there was $1.8 million and $2.3 million reserved for the lower of cost or net realizable value of inventory, respectively. As of September 30, 2025, and December 31, 2024, the current replacement cost exceeded the LIFO inventory carrying value by approximately $21.9 million and $31.9 million, respectively.

Note 7—Prepaid and Other Current Assets

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


	September 30, 2025		December 31, 2024

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

Prepaid insurance	555		19,718
Deferred financing costs	247		—

Derivative assets	43,844		12,855

Prepaid environmental credits	54,655		—
Other	14,373		21,336
Total	$	122,230	$	92,527

_________________________________________________________

(1)Our cash margin that is required as collateral deposits on our commodity derivatives cannot be offset against the fair value of open contracts except in the event of default. Please read Note 11—Derivatives for further information.

Note 8—Inventory Financing Agreements

Inventory Intermediation Agreement

On May 31, 2024, Par Hawaii Refining, LLC (“PHR“), our wholly owned subsidiary, entered into an inventory intermediation agreement with Citigroup Energy Inc. (“Citi”) (the “Inventory Intermediation Agreement”) to support our Hawaii refining operations. Pursuant to the Inventory Intermediation Agreement, Citi will finance and hold title to crude oil in storage tanks and certain crude oil in transit to be consumed by PHR’s refinery located in Kapolei, Hawaii (the “Hawaii Refinery”). In connection with the Inventory Intermediation Agreement, Citi will enter into certain hedging transactions, in each case, on terms and subject to conditions set forth in the Inventory Intermediation Agreement. The net cash proceeds of $203.1 million, presented as Proceeds from inventory financing agreements in our condensed consolidated statement of cash flows for the nine months ended September 30, 2024, were used to settle a portion of PHR’s outstanding obligations under the prior J. Aron intermediation agreement. On June 27, 2025, we entered into an amendment to the Inventory Intermediation Agreement to, among other things, facilitate entry into the Product Financing Agreement (as defined below) and revise certain other terms and conditions. As of September 30, 2025, and December 31, 2024, there were $240.7 million and $194.2 million of outstanding obligations under the Inventory Intermediation Agreement, respectively.

Product Financing Agreement

On June 27, 2025, we entered into a RINs financing agreement with Citi (the “Product Financing Agreement”) to, among other things, provide funding to finance RINs, which is not to exceed $450 million in the aggregate when combined with obligations under the Inventory Intermediation Agreement. Pursuant to the Product Financing Agreement, from time to time, we may elect to sell surplus RINs and contemporaneously enter into a corresponding obligation to repurchase identical RINs at a future date to provide an additional source of short-term financing and to take advantage of market liquidity for holdings that are not currently required for operations. In such cases, the sale is not recognized, but rather the proceeds are treated as product financing proceeds where a corresponding product financing obligation is recorded. The subsequent repurchase is treated as repayment of the product financing obligation, with the difference recorded as interest expense over the intervening period. Such transactions are presented as Proceeds from inventory financing agreements in our condensed consolidated statement of cash flows. As of September 30, 2025, there were no product financing obligations under the Product Financing Agreement.

Supply and Offtake Agreement

Prior to May 31, 2024, we were a party to a supply and offtake agreement (the “Supply and Offtake Agreement") with J. Aron & Company, LLC (“J. Aron”) to support our Hawaii refining operations. Under the Supply and Offtake Agreement, which was accounted for in a manner consistent with a product financing arrangement, we paid or received certain fees from J. Aron based on changes in market prices over time. The amount due to or from J. Aron was recorded as an adjustment to our

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement. The Supply and Offtake Agreement expired on May 31, 2024, and we entered into the Inventory Intermediation Agreement. In the second quarter of 2024, we paid $382.1 million and $60.9 million to settle our remaining J. Aron obligation and Discretionary Draw Facility obligations, respectively. These payments are presented within Repayments of inventory financing agreements and Net borrowings (repayments) of deferred payment arrangements and receivable advances in our condensed consolidated statement of cash flows for the nine months ended September 30, 2024. In connection with the termination of the Supply and Offtake Agreement, we recognized termination costs of $0.2 million, which are recorded in Debt extinguishment and commitment costs on our condensed consolidated statements of operations for the nine months ended September 30, 2024.

LC Facility due 2024

Prior to May 31, 2024, PHR, as borrower, the lenders and letter of credit issuing banks were each a party (collectively, the “LC Facility Lenders”) to an Uncommitted Credit Agreement (the “LC Facility Agreement”) whereby the LC Facility Lenders agreed, on an uncommitted and absolutely discretionary basis, to consider making revolving credit loans and issuing and participating in letters of credit in the maximum available amount of $120.0 million in the aggregate (the “LC Facility”) with the right to request an increase up to $350.0 million in the aggregate, subject to certain conditions. Letters of credit issued under the LC Facility were intended to finance and provide credit support for certain of PHR’s purchases of crude oil. The LC Facility was terminated early on May 31, 2024, in connection with the termination of the Supply and Offtake Agreement and entry into the Inventory Intermediation Agreement. In connection with the termination of the LC Facility, we recognized debt extinguishment costs of $0.6 million, which are included in Debt extinguishment and commitment costs on our condensed consolidated statements of operations for the nine months ended September 30, 2024. We did not have any outstanding borrowings under the LC Facility as of the termination date.

The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net fees and expenses:
Inventory Intermediation Agreement
Inventory intermediation fees (1)	$	9,707	$	5,582	$	26,184	$	11,618
Interest expense and financing costs, net	332		328		996		433
Product Financing Agreement

Interest expense and financing costs, net	317		—		317		—
Supply and Offtake Agreement
Inventory intermediation fees (1)	—		—		—		30,918
Interest expense and financing costs, net	—		—		—		2,872



LC Facility due 2024

Interest expense and financing costs, net	—		—		—		1,142

___________________________________________________

(1)Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $4.1 million and $13.3 million for the three and nine months ended September 30, 2025, and $4.5 million and $9.1 million for the three and nine months ended September 30, 2024, respectively. Inventory intermediation fees under the Supply and Offtake Agreement included market structure fees of $13.5 million for the nine months ended September 30, 2024. There were no inventory intermediation fees under the Supply and Offtake Agreement for the three and nine months ended September 30, 2025, and for the three months ended September 30, 2024, respectively.

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Note 9—Other Accrued Liabilities

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


	September 30, 2025		December 31, 2024
Accrued payroll and other employee benefits	$	34,648	$	34,130
Environmental credit obligations (1)	366,355		231,982
Derivative liabilities	33,975		19,548
Deferred revenue	4,695		16,247
Other	35,767		42,281
Total	$	475,440	$	344,188

___________________________________________________

(1)Please read Note 12—Fair Value Measurements for further information. A portion of these obligations are expected to be settled with our RINs assets and other environmental credits, which are presented as Inventories on our condensed consolidated balance sheet and are stated at the lower of cost or net realizable value. The carrying costs of these assets were $405.4 million and $195.0 million as of September 30, 2025, and December 31, 2024, respectively.

Note 10—Debt

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


	September 30, 2025		December 31, 2024


ABL Credit Facility due 2028	$	338,000	$	483,000


Term Loan Credit Agreement due 2030	635,250		640,125



Other long-term debt	6,420		4,108





Principal amount of long-term debt	979,670		1,127,233
Less: unamortized discount and deferred financing costs	(12,577)		(14,266)
Total debt, net of unamortized discount and deferred financing costs	967,093		1,112,967
Less: current maturities, net of unamortized discount and deferred financing costs	(5,032)		(4,885)
Long-term debt, net of current maturities	$	962,061	$	1,108,082

As of September 30, 2025, and December 31, 2024, we had $60.8 million and $110.2 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively. We had $133.5 million and $57.1 million in surety bonds outstanding as of September 30, 2025, and December 31, 2024, respectively.

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

ABL Credit Facility due 2028

On April 26, 2023, we entered into an Asset-Based Revolving Credit Agreement with certain lenders, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (as amended from time to time, the “ABL Credit Facility”). On March 22, 2024, we entered into the Third Amendment (the “Third Amendment”) to the ABL Credit Facility. The Third Amendment provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $1.4 billion, (ii) future incremental increases up to $400 million, (iii) the joinder of PHR to the ABL Credit Facility as a Borrower, and (iv) certain other amendments to the ABL Credit Facility to permit a new intermediation facility in favor of PHR. We recorded deferred financing costs of $3.8 million related to the Third Amendment that will be amortized over the remaining term of the ABL Credit Facility. On May 31, 2024, in connection with the entry into the Inventory Intermediation Agreement, PHR entered into a Joinder Agreement, as a borrower to the ABL Credit Facility. As of September 30, 2025, the ABL Credit Facility had $338 million outstanding in revolving loans and a borrowing base of approximately $1.0 billion. The ABL Credit Facility will mature, and the commitments thereunder will terminate on April 26, 2028. As of September 30, 2025, we had $576.1 million of availability under the ABL Credit Facility.

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Term Loan Credit Agreement due 2030

On February 28, 2023, we entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto (“Lenders”). On April 8, 2024, the Term Loan Credit Agreement was amended by the Amendment No. 1 to Term Loan Credit Agreement (“Amendment No. 1 to Term Loan Credit Agreement”). Amendment No. 1 to Term Loan Credit Agreement provided for, among other things, (i) a reduction in the Applicable Margin under the Term Loan Credit Agreement by 50 basis points, such that base rate loans and Secure Overnight Financing Rate (“SOFR”) loans will bear interest at the applicable base rate plus 2.75% and 3.75%, respectively, and (ii) the elimination of the Term SOFR Adjustment of 10 basis points with respect to loans under the Term Loan Credit Agreement.

On November 25, 2024, the Term Loan Credit Agreement was amended by the Amendment No. 2 to Term Loan Credit Agreement (“Amendment No. 2 to Term Loan Credit Agreement”). Amendment No. 2 to Term Loan Credit Agreement provided for, among other things, an increase to the size of the term loan from $550.0 million to an aggregate principal balance of $650.0 million. We recorded deferred financing costs of $0.5 million related to the Amendment No. 2 to Term Loan Credit Agreement that will be amortized over the remaining term.

The Term Loan Credit Agreement requires quarterly payments of $1.6 million on the last business day of each March, June, September and December, with the balance due upon maturity. The Term Loan Credit Agreement matures on February 28, 2030.

Other Long-Term Debt

On June 7, 2023, we entered into two promissory notes with a third-party lender to acquire land in Kahului, Hawaii, and Hilo, Hawaii totaling $5.1 million. The notes bear interest at a fixed rate of 4.625% per annum and are payable on the first day of each month, commencing on July 1, 2023, until maturity. The promissory notes are unsecured and mature on June 7, 2030.

On September 9, 2025, we entered into a promissory note with a third-party lender to acquire land in Lihue, Hawaii, for $2.8 million. The note bears interest at a fixed rate of 5.7% per annum and is payable on the first day of each month, commencing on November 1, 2025, until maturity. The promissory note is unsecured and matures on September 23, 2032.

Cross Default Provisions

Included within each of our debt agreements are affirmative and negative covenants, and customary cross default provisions, that require the repayment of amounts outstanding on demand unless the triggering payment default or acceleration is remedied, rescinded, or waived. As of September 30, 2025, we were in compliance with all of our debt instruments.

Note 11—Derivatives

Commodity Derivatives

Our condensed consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 12—Fair Value Measurements for the gross fair value and net carrying value of our derivative instruments.

Our open futures and over-the-counter (“OTC”) swaps expire by December 2026. At September 30, 2025, our open commodity derivative contracts represented (in thousands of barrels):


Contract Type	Purchases	Sales	Net
Futures	1,625	(2,405)	(780)
Swaps	115,199	(122,284)	(7,085)
Total	116,824	(124,689)	(7,865)

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

At September 30, 2025, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries. The following table provides information on these option collars at our refineries as of September 30, 2025:


	2025	2026

Total open option collars	570	1,895
Weighted-average strike price - floor (in dollars)	$52.00	$45.59
Weighted-average strike price - ceiling (in dollars)	$83.55	$82.86
Earliest commencement date	October 2025	January 2026
Furthest expiry date	December 2025	December 2026

Interest Rate Derivatives

We are exposed to interest rate volatility in our ABL Credit Facility, Term Loan Credit Agreement, and the Inventory Intermediation Agreement. We may utilize interest rate swaps to manage our interest rate risk. On April 12, 2023, we entered into an interest rate collar transaction to manage our interest rate risk related to the Term Loan Credit Agreement. The interest rate collar reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $300.0 million as of September 30, 2025. The terms of the agreement provide for an interest rate cap of 5.50% and floor of 2.30%, based on the three month SOFR as of the fixing date. The interest rate collar transaction expires on May 31, 2026.

During the second and third quarters of 2025, we entered into six additional interest rate collar transactions to reduce our variable interest rate risk related to the Term Loan Credit Agreement. These agreements are effective from May 31, 2026, through May 31, 2029, with a total notional amount of $300.0 million as of September 30, 2025. The terms of the agreements provide for an average interest rate cap of 5.50% and an average floor of 2.08%, based on the three month SOFR as of the fixing date. The following table provides information on the fair value amounts (in thousands) of these derivatives as of September 30, 2025, and December 31, 2024, and their placement within our condensed consolidated balance sheets.


	Balance Sheet Location	September 30, 2025		December 31, 2024
		Asset (Liability)
Commodity derivatives (1)	Prepaid and other current assets	$	39,927	$	10,591
Commodity derivatives (1)	Other long-term assets	3,945		—

Commodity derivatives (2)	Other accrued liabilities	(6,809)		(13,456)




Citi repurchase obligation derivative	Obligations under inventory financing agreements	1,836		(1,588)



Interest rate derivatives	Other accrued liabilities	(4)		—
Interest rate derivatives	Other liabilities	(560)		(24)

_________________________________________________________

(1)Does not include cash collateral of $8.6 million and $38.6 million recorded in Prepaid and other current assets as of September 30, 2025, and December 31, 2024, respectively. Does not include $3.9 million and $2.3 million recorded in Prepaid and other current assets as of September 30, 2025, and December 31, 2024, respectively, related to realized derivatives receivable.

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

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,
	Statement of Operations Location	2025		2024		2025		2024


Commodity derivatives	Cost of revenues (excluding depreciation)	$	12,206	$	43,705	$	54,128	$	5,778
J. Aron repurchase obligation derivative	Cost of revenues (excluding depreciation)	—		—		—		1,053
Citi repurchase obligation derivative	Cost of revenues (excluding depreciation)	5,514		912		3,424		503

Interest rate derivatives	Interest expense and financing costs, net	195		(576)		(539)		305

Note 12—Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Equity Method Investments

We evaluate equity method investments for impairment when factors indicate that a decrease in the value of our investment has occurred and the carrying amount of our investment may not be recoverable. An impairment loss, based on the difference between the carrying value and the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Derivative Instruments

We classify financial assets and liabilities according to the fair value hierarchy. Financial assets and liabilities classified as Level 1 instruments are valued using quoted prices in active markets for identical assets and liabilities. These include our exchange traded futures. Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Our Level 2 instruments include OTC swaps and options. These derivatives are valued using market quotations from independent price reporting agencies and commodity exchange price curves that are corroborated with market data. Level 3 instruments are valued using significant unobservable inputs that are not supported by sufficient market activity. The valuation of the embedded derivative related to our Citi repurchase obligation is based on estimates of the prices and a weighted-average price differential assuming settlement at the end of the reporting period. Estimates of the Citi settlement prices are based on observable inputs, such as Brent indices, and unobservable inputs, such as contractual price differentials as defined in the Inventory Intermediation Agreement. Contractual price differentials are considered unobservable inputs; therefore, these embedded derivatives are classified as Level 3 instruments. We do not have other commodity derivatives classified as Level 3 at September 30, 2025, or December 31, 2024. Please read Note 11—Derivatives for further information on derivatives.

Gross Environmental Credit Obligations

The portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits. The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period and classified as Level 2 instruments as we obtain the pricing inputs for the RINs and other environmental credits from brokers based on market quotes on similar instruments. As of September 30, 2025, the U.S. Environmental Protection Agency (“EPA”) has not made a determination with respect to small refinery exemptions for the 2025 compliance year. Accordingly, our recorded RFS obligation for the nine months ended September 30, 2025, reflects 100% of the RFS obligation for the respective period with no assumption of SRE relief. Please read Note 14—Commitments and Contingencies for further information on the EPA regulations related to greenhouse gases.

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Financial Statement Impact

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


	September 30, 2025
	Level 1		Level 2		Level 3		Gross Fair Value		Effect of Counter-Party Netting		Net Carrying Value on Balance Sheet (1)
Assets
Commodity derivatives	$	7,281	$	275,407	$	—	$	282,688	$	(238,816)	$	43,872




Liabilities


Commodity derivatives	$	(10,494)	$	(235,131)	$	—	$	(245,625)	$	238,816	$	(6,809)


Citi repurchase obligation derivative	—		—		1,836		1,836		—		1,836
Interest rate derivatives	—		(564)		—		(564)		—		(564)

Gross environmental credit obligations (2) (3)	—		(63,294)		—		(63,294)		—		(63,294)
Total liabilities	$	(10,494)	$	(298,989)	$	1,836	$	(307,647)	$	238,816	$	(68,831)


	December 31, 2024
	Level 1		Level 2		Level 3		Gross Fair Value		Effect of Counter-Party Netting		Net Carrying Value on Balance Sheet (1)
Assets
Commodity derivatives	$	209,666	$	13,506	$	—	$	223,172	$	(212,581)	$	10,591




Liabilities


Commodity derivatives	$	(215,139)	$	(10,898)	$	—	$	(226,037)	$	212,581	$	(13,456)
Citi repurchase obligation derivative	—		—		(1,588)		(1,588)		—		(1,588)
Interest rate derivatives	—		(24)		—		(24)		—		(24)
Gross environmental credit obligations (2) (3)	—		(44,498)		—		(44,498)		—		(44,498)
Total liabilities	$	(215,139)	$	(55,420)	$	(1,588)	$	(272,147)	$	212,581	$	(59,566)

_________________________________________________________

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

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

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

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance, at beginning of period	$	(3,678)	$	(409)	$	(1,588)	$	(392)
Settlements	—		—		—		(661)

Total gains included in earnings (1)	5,514		912		3,424		1,556
Balance, at end of period	$	1,836	$	503	$	1,836	$	503

_________________________________________________________

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

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


	September 30, 2025
	Carrying Value		Fair Value



ABL Credit Facility due 2028 (1)	$	338,000	$	338,000


Term Loan Credit Agreement due 2030 (2)	622,673		633,662
Product Financing Agreement (2)	—		—
Other long-term debt (2)	6,420		6,564


	December 31, 2024
	Carrying Value		Fair Value



ABL Credit Facility due 2028 (1)	$	483,000	$	483,000







Term Loan Credit Agreement due 2030 (2)	625,859		636,924
Product Financing Agreement (2)	—		—
Other long-term debt (2)	4,108		4,412

_________________________________________________________

(1)The fair value measurements of the ABL Credit Facility are considered Level 3 measurements in the fair value hierarchy.

(2)The fair value measurements of the Term Loan Credit Agreement, Product Financing Agreement and Other long-term debt are considered Level 2 measurements in the fair value hierarchy as discussed below.

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

The carrying value of our ABL Credit Facility and Product Financing Agreement were determined to approximate fair value as of September 30, 2025. The fair value of all non-derivative financial instruments recorded in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, and current liabilities, including accounts payable, approximate their carrying value due to their short-term nature.

Note 13—Leases

We have cancellable and non-cancellable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one to 30 years or more. There are no material residual value guarantees associated with any of our leases.

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

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


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

Finance	Property, plant, and equipment	$	32,106		$	30,655
Finance	Accumulated amortization	(16,500)			(14,543)
Finance	Property, plant, and equipment, net	15,606			16,112
Operating	Operating lease right-of-use (“ROU”) assets	415,425			428,120
Total right-of-use assets		$	431,031		$	444,232

Liabilities
Current
Finance	Other accrued liabilities	$	2,339		$	2,252
Operating	Operating lease liabilities	96,527			80,174
Long-term
Finance	Finance lease liabilities	11,304			11,690
Operating	Operating lease liabilities	338,415			362,092
Total lease liabilities		$	448,585		$	456,208

Weighted-average remaining lease term (in years)
Finance		10.10			10.26
Operating		6.70			7.17
Weighted-average discount rate
Finance		6.98		%	6.97		%
Operating		7.67		%	7.76		%

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


	Three Months Ended September 30,				Nine Months Ended September 30,
Lease cost (income) type	2025		2024		2025		2024
Finance lease cost
Amortization of finance lease ROU assets	$	639	$	592	$	1,961	$	1,726
Interest on lease liabilities	240		246		712		745
Operating lease cost	31,610		29,319		94,649		81,686
Variable lease cost	3,190		2,041		9,267		5,454
Short-term lease cost	2,429		22		6,930		4,098
Net lease cost	$	38,108	$	32,220	$	113,519	$	93,709

Operating lease income (1)	$	(567)	$	(550)	$	(1,696)	$	(5,450)

_________________________________________________________

(1)The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material.

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

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


	Nine Months Ended September 30,
Lease type	2025		2024
Cash paid for amounts included in the measurement of liabilities
Financing cash flows from finance leases	$	1,699	$	1,378
Operating cash flows from finance leases	708		715
Operating cash flows from operating leases	88,179		79,629
Non-cash supplemental amounts
ROU assets obtained in exchange for new finance lease liabilities	1,491		1,619
ROU assets obtained in exchange for new operating lease liabilities	55,860		150,308

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

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


For the year ending December 31,	Finance leases		Operating leases		Total
2025 (1)	$	765	$	30,481	$	31,246
2026	2,918		127,157		130,075
2027	2,756		117,314		120,070
2028	1,854		102,200		104,054
2029	1,447		24,093		25,540
2030	922		17,570		18,492
Thereafter	8,340		114,520		122,860
Total lease payments	19,002		533,335		552,337
Less amount representing interest	(5,583)		(98,169)		(103,752)
Present value of lease liabilities	$	13,419	$	435,166	$	448,585

_________________________________________________________

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

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

Note 14—Commitments and Contingencies

In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows.

Tax and Related Matters

We are also party to various other legal proceedings, claims, and regulatory, tax or government audits, inquiries, and investigations that arise in the ordinary course of business. From time to time, PHR has appealed various tax assessments related to its land, buildings, and fuel storage tanks, and is currently appealing the City of Honolulu’s property tax assessment for tax years 2023, 2024, and 2025. During the first quarter of 2022, we received a tax assessment in the amount of $1.4 million from the Washington Department of Revenue related to its audit of certain taxes allegedly payable on certain sales of raw vacuum gas oil between 2014 and 2016. We believe the Department of Revenue’s interpretation conflicts with its prior guidance and we filed suit in November 2022. On September 26, 2025, we received an unfavorable decision from the Thurston County Superior Court, which we plan to appeal. We are unable to predict the cost to resolve this tax dispute, but the potential tax impact and related costs could be material. Additionally, by opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in the Hawaii foreign trade zone from certain state taxes. We and other similarly situated state taxpayers who had previously claimed such exemptions, certain of which we are contractually obligated to indemnify, are currently being audited for such prior tax periods. Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, on camera and under seal in the first circuit

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

court of the state of Hawaii alleging that PHR, Par Pacific Holdings, Inc. and certain unnamed defendants made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking unspecified damages, penalties, interest and injunctive relief. We dispute the allegations in the complaint and intend to vigorously defend ourselves in such proceeding.

Environmental Matters

Like other petroleum refiners, our operations are subject to extensive and periodically changing federal, state, and local environmental laws and regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time.

Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows.

Hawaii Consent Decree

On July 18, 2016, PHR and subsidiaries of Tesoro Corporation (“Tesoro”) entered into a consent decree with the EPA, the U.S. Department of Justice and other state governmental authorities concerning alleged violations of the federal Clean Air Act related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates (“Consent Decree”), including our refinery in Kapolei, Hawaii, that we acquired from Tesoro in 2013. On September 29, 2023, we received a letter from the EPA related to the alleged violation of certain air emission limits, controls, monitoring, and repair requirements under the Consent Decree. We are unable to predict the cost to resolve these alleged violations, but resolution will likely involve financial penalties or impose capital expenditure requirements that could be material.

Wyoming Refinery

Our Wyoming refinery is subject to a number of consent decrees, orders, and settlement agreements involving the EPA and/or the Wyoming Department of Environmental Quality, some of which date back to the late 1970s and several of which remain in effect, requiring further actions at the Wyoming refinery. The largest cost component arising from these various decrees relates to the investigation, monitoring, and remediation of soil, groundwater, surface water, and sediment contamination associated with the facility’s historic operations. Investigative work by Hermes Consolidated LLC, and its wholly owned subsidiary, Wyoming Pipeline Company, (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts. As of September 30, 2025, we have accrued $12.1 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years.

Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years and replace those impoundments with a new wastewater treatment system. Based on current information, reasonable estimates we have received suggest costs of approximately $11.6 million to design and construct a new wastewater treatment system.

Finally, among the various historic consent decrees, orders, and settlement agreements into which Wyoming Refining has entered, there are several penalty orders associated with exceedances of permitted limits by the Wyoming refinery’s wastewater discharges. Although the frequency of these exceedances has declined over time, Wyoming Refining may become subject to new penalty enforcement action in the next several years, which could involve penalties in excess of $300,000.

Washington Climate Commitment Act and Clean Fuel Standard

The Climate Commitment Act (“Washington CCA”), was established in 2021 and took effect January 1, 2023. The Washington CCA established a cap and invest program designed to significantly reduce greenhouse gas emissions. Rules implementing the Washington CCA by the Washington Department of Ecology set a cap on greenhouse gas emissions, provide mechanisms for the sale and tracking of tradable emissions allowances, and establish additional compliance and accountability measures. Additionally, a low carbon fuel standard (the “Clean Fuel Standard”) that limits carbon in transportation fuels and enables certain producers to buy or sell credits was also signed into law and became effective in 2023. We purchase emission

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

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

Regulation of Greenhouse Gases

Under the Energy Independence and Security Act (the “EISA”), the Renewable Fuel Standard (the “RFS”) requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply. Over time, higher annual RFS requirements have the potential to reduce demand for our refined transportation fuel products. In the near term, the RFS will be satisfied primarily with fuel ethanol blended into gasoline or by purchasing renewable credits, referred to as RINs, to maintain compliance.

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

Additionally, the RFS enables the EPA to exempt certain small refineries from the renewable fuels blending requirements in the event such requirements would cause disproportionate economic hardship to that refinery. On August 22, 2025, the EPA announced decisions on various exemption petitions for the 2016 through 2024 compliance years and granted full and partial relief to certain refineries owned by Par Pacific. As a result of our historical compliance with the RFS program, we received previously retired RINs related to the 2019 through 2023 compliance years. In addition, we relieved a portion of our 2024 RVO. As a result of the EPA’s actions, we have recorded a corresponding gain of $199.5 million in Net Income on our condensed consolidated statement of operations for the three and nine months ended September 30, 2025. As of September 30, 2025, the EPA has not made a determination with respect to small refinery exemptions for the 2025 compliance year. Accordingly, our recorded RFS obligation for the nine months ended September 30, 2025, reflects 100% of the RFS obligation for the respective period with no assumption of SRE relief.

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

Note 15—Stockholders’ Equity

Share Repurchase Program

On February 21, 2025, the Board authorized a share repurchase program for up to $250 million of common stock, with no specified end date. This repurchase program terminated and replaced the prior authorization to repurchase up to $250 million of common stock. During the three and nine months ended September 30, 2025, 0.5 million and 5.7 million shares were repurchased under this share repurchase program for $16.4 million and $95.8 million, respectively. The repurchased shares were retired by the Company upon receipt. During the three and nine months ended September 30, 2024, 0.9 million and 4.0 million shares were repurchased under the prior share repurchase program for $22.1 million and $121.6 million, respectively. As of September 30, 2025, there was $165.0 million of authorization remaining under the current share repurchase program.

Incentive Plans

The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Par Pacific Holdings, Inc. 2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Restricted Stock Awards	$	2,660	$	2,080	$	8,329	$	8,381
Restricted Stock Units	717		512		2,116		3,730
Stock Option Awards	362		391		1,089		10,163

On February 27, 2024, William Pate, our former Chief Executive Officer (“CEO”), announced that he would retire from his CEO role effective May 1, 2024. During the first quarter of 2024, the Board approved the acceleration of unvested

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

equity awards and the modification of vested stock options granted to him. For the nine months September 30, 2024, we recorded a total of $13.1 million of stock-based compensation expenses resulting from the equity awards modifications.

During the three and nine months ended September 30, 2025, we granted 23 thousand and 729 thousand shares of restricted stock and restricted stock units with a fair value of approximately $0.7 million and $11.7 million, respectively. As of September 30, 2025, there were approximately $15.0 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.4 years.

During the three and nine months ended September 30, 2025, we granted no stock option awards. As of September 30, 2025, there were approximately $4.7 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 3.6 years.

During the nine months ended September 30, 2025, we granted 213 thousand performance restricted stock units to executive officers; no grants were made for the three months ended September 30, 2025. These performance restricted stock units had a fair value of approximately $3.3 million and are subject to certain annual performance targets based on three-year-performance periods as defined by our Board of Directors. As of September 30, 2025, there were approximately $4.0 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.0 years.

Note 16—Income (Loss) per Share

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income	$	262,631	$	7,486	$	291,691	$	22,373


Plus: Net income effect of convertible securities	—		—		—		—
Numerator for diluted income per common share	$	262,631	$	7,486	$	291,691	$	22,373

Basic weighted-average common stock shares outstanding	49,633		55,729		51,237		57,283
Plus: dilutive effects of common stock equivalents	1,264		495		646		787
Diluted weighted-average common stock shares outstanding	50,897		56,224		51,883		58,070

Basic income per common share	$	5.29	$	0.13	$	5.69	$	0.39
Diluted income per common share	$	5.16	$	0.13	$	5.62	$	0.39

Diluted income per common share excludes the following equity instruments because their effect would be anti-dilutive:
Shares of unvested restricted stock	90		327		377		261
Shares of stock options	350		366		735		202

Note 17—Income Taxes

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

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

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

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue. Our NOL carryforwards will not always be available to offset taxable income apportioned to the various states. The states from which our refining, retail, and logistics revenues are derived are not the same states in which our NOLs were incurred; therefore, we expect to incur state tax liabilities in connection with our refining, retail, and logistics operations.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which includes tax reform provisions that amend, eliminate, and extend tax rules under the Inflation Reduction Act and Tax Cuts and Jobs Act. We evaluated the impact of this legislation and determined that the OBBBA will not have a material impact on our 2025 financial statements.

Note 18—Segment Information

We report the results for the following four reportable segments: (i) Refining, (ii) Retail, (iii) Logistics, and (iv) Corporate and Other. Segment asset information is not provided to our chief operating decision-maker.

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


Three Months Ended September 30, 2025	Refining		Logistics		Retail		Corporate, Eliminations and Other (1)		Total
Revenues
Fuel revenue	$	1,909,582	$	—	$	122,328	$	(88,185)	$	1,943,725
Other revenue	35,788		80,310		29,002		(75,889)		69,211
Total revenues	1,945,370		80,310		151,330		(164,074)		2,012,936
Cost of revenues (excluding depreciation)
Refining intercompany logistics costs	75,891		—		—		(75,891)		—
Other cost of revenues (excluding depreciation)	1,393,203		40,840		107,838		(88,184)		1,453,697
Total cost of revenues (excluding depreciation)	1,469,094		40,840		107,838		(164,075)		1,453,697


Operating expense (excluding depreciation)	112,781		5,684		21,564		—		140,029
Depreciation and amortization	26,596		6,093		2,801		794		36,284

General and administrative expense (excluding depreciation)	—		—		—		24,242		24,242
Equity earnings from refining and logistics investments	(3,860)		(2,493)		—		—		(6,353)
Acquisition and integration costs	—		—		—		1,973		1,973
Par West redevelopment and other costs	—		—		—		4,525		4,525
Loss (gain) on sale of assets, net	(10)		(1)		34		—		23
Operating income (loss)	$	340,769	$	30,187	$	19,093	$	(31,533)	$	358,516
Interest expense and financing costs, net									(21,272)


Other loss, net									(109)


Equity earnings from Laramie Energy, LLC									8,202
Income before income taxes									345,337
Income tax expense									(82,706)
Net income									$	262,631



Capital expenditures	$	22,250	$	5,452	$	4,263	$	314	$	32,279

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024


Three Months Ended September 30, 2024	Refining		Logistics		Retail		Corporate, Eliminations and Other (1)		Total
Revenues
Fuel revenue	$	2,020,076	$	—	$	120,830	$	(89,149)	$	2,051,757
Other revenue	60,470		77,741		29,383		(75,418)		92,176
Total revenues	2,080,546		77,741		150,213		(164,567)		2,143,933
Cost of revenues (excluding depreciation)
Refining intercompany logistics costs	75,418		—		—		(75,418)		—
Other cost of revenues (excluding depreciation)	1,842,544		44,228		107,598		(89,170)		1,905,200
Total cost of revenues (excluding depreciation)	1,917,962		44,228		107,598		(164,588)		1,905,200


Operating expense (excluding depreciation)	122,054		3,334		21,661		—		147,049
Depreciation and amortization	22,623		5,925		2,680		651		31,879

General and administrative expense (excluding depreciation)	—		—		—		22,399		22,399
Equity earnings from refining and logistics investments	(1,098)		(1,910)		—				(3,008)
Acquisition and integration costs	—		—		—		(23)		(23)
Par West redevelopment and other costs	—		—		—		4,006		4,006
Loss on sale of assets, net	—		—		—		—		—
Operating income (loss)	$	19,005	$	26,164	$	18,274	$	(27,012)	$	36,431
Interest expense and financing costs, net									(23,402)
Debt extinguishment and commitment costs									—

Other income, net									1,253


Equity losses from Laramie Energy, LLC									(336)
Loss before income taxes									13,946
Income tax expense									(6,460)
Net income									$	7,486



Capital expenditures	$	22,051	$	3,583	$	1,520	1,178		$	28,332

________________________________________________________

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

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024


Nine Months Ended September 30, 2025	Refining		Logistics		Retail		Corporate, Eliminations and Other (1)		Total
Revenues
Fuel revenue	$	5,314,770	$	—	$	352,636	$	(252,517)	$	5,414,889
Other revenue	143,238		224,730		81,811		(213,258)		236,521
Total revenues	5,458,008		224,730		434,447		(465,775)		5,651,410
Cost of revenues (excluding depreciation)
Refining intercompany logistics costs	213,284		—		—		(213,284)		—
Other cost of revenues (excluding depreciation)	4,428,907		122,573		307,573		(252,517)		4,606,536
Total cost of revenues (excluding depreciation)	4,642,191		122,573		307,573		(465,801)		4,606,536


Operating expense (excluding depreciation)	354,998		14,846		63,019		—		432,863
Depreciation and amortization	77,912		19,442		7,973		2,255		107,582

General and administrative expense (excluding depreciation)	—		—		—		72,133		72,133
Equity earnings from refining and logistics investments	(14,642)		(6,530)		—				(21,172)
Acquisition and integration costs	—		—		—		1,973		1,973
Par West redevelopment and other costs	—		—		—		13,197		13,197
Loss (gain) on sale of assets, net	181		(1,418)		35		—		(1,202)
Operating income (loss)	$	397,368	$	75,817	$	55,847	$	(89,532)	$	439,500
Interest expense and financing costs, net									(65,226)
Debt extinguishment and commitment costs									(25)

Other expense, net									(643)


Equity earnings from Laramie Energy, LLC									10,784
Income before income taxes									384,390
Income tax expense									(92,699)
Net income									$	291,691



Capital expenditures	$	95,445	$	16,254	$	8,190	$	1,449	$	121,338

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024


Nine Months Ended September 30, 2024	Refining		Logistics		Retail		Corporate, Eliminations and Other (1)		Total
Revenues
Fuel revenue	$	5,833,115	$	—	$	359,941	$	(273,807)	$	5,919,249
Other revenue	131,320		222,058		83,248		(213,639)		222,987
Total revenues	5,964,435		222,058		443,189		$	(487,446)	6,142,236
Cost of revenues (excluding depreciation)
Refining intercompany logistics costs	213,652		—		—		(213,652)		—
Other cost of revenues (excluding depreciation)	5,243,515		131,303		321,894		(273,837)		5,422,875
Total cost of revenues (excluding depreciation)	5,457,167		131,303		321,894		(487,489)		5,422,875


Operating expense (excluding depreciation)	365,031		11,847		67,511		—		444,389
Depreciation and amortization	66,584		19,893		8,471		1,731		96,679

General and administrative expense (excluding depreciation)	—		—		—		87,322		87,322
Equity earnings from refining and logistics investments	(7,158)		(5,688)		—				(12,846)
Acquisition and integration costs	—		—		—		68		68
Par West redevelopment and other costs	—		—		—		9,048		9,048
Loss (gain) on sale of assets, net	—		124		(10)		—		114
Operating income (loss)	$	82,811	$	64,579	$	45,323	$	(98,126)	$	94,587
Interest expense and financing costs, net									(61,720)
Debt extinguishment and commitment costs									(1,418)

Other expense, net									(1,447)


Equity earnings from Laramie Energy, LLC									2,867
Income before income taxes									32,869
Income tax expense									(10,496)
Net income									$	22,373



Capital expenditures	$	68,110	$	13,006	$	4,348	$	2,400	$	87,864

________________________________________________________

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

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2025 and 2024

Note 19—Subsequent Events

Framework Agreement and ISDA Master Agreement and Schedule

On October 2, 2025, Hawaii Renewables, LLC (“Hawaii Renewables”), a subsidiary of the Company, entered into a Framework Agreement for Commodity Swap Transactions (the “Framework Agreement”) with Wells Fargo Bank, N.A. (“Wells Fargo”) pursuant to which the parties agreed to a framework for entering into a series of prepaid swaps from time to time with respect to soybean oil and crude oil. On October 2, 2025, Wells Fargo and Hawaii Renewables also entered into a related International Swaps and Derivatives Association (“ISDA”) Schedule to the 2002 ISDA Master Agreement (the “ISDA Agreement”), whereby Wells Fargo and Hawaii Renewables will execute on a monthly basis such series of swaps (each of which will be evidenced by a separate trade confirmation) and Wells Fargo will agree to prepay a fixed amount to Hawaii Renewables (subject to a cap). Additionally, on October 2, 2025, Hawaii Renewables entered into a pledge and security agreement and a credit support annex with Wells Fargo, pursuant to which Hawaii Renewables granted Wells Fargo a security interest in certain collateral, including certain commodity inventory and renewable feedstocks at approved locations, and agrees to deliver additional collateral as required. The Framework Agreement has an initial term of one year and will be automatically renewed for additional terms of one year each unless either party terminates the Framework Agreement after the initial term by providing at least 90 calendar days’ prior written notice to the other party.

Renewable Fuels Facility Joint Venture

On October 21, 2025, we completed a transaction under the Equity Contribution Agreement to form Hawaii Renewables, a joint venture for the development, construction, ownership and operation of that certain renewable fuels manufacturing facility co-located with the Hawaii Refinery (“Renewable Fuels Facility”). Hawaii Renewables Holdings, LLC (“HR Holdco”), a subsidiary of the Company, Alohi Renewables LLC (“Alohi”), Hawaii Renewables and, solely for the limited purposes set forth therein, the Company entered into a Second Amended and Restated Limited Liability Company Agreement of Hawaii Renewables (the “JV Agreement”), which is the primary governing document of the joint venture. In connection, PHR and Hawaii Renewables entered into a number of related agreements.

The Company and its subsidiaries contributed to Hawaii Renewables certain assets related to the Renewable Fuels Facility and Alohi contributed to Hawaii Renewables $100.0 million in cash. In connection with the transaction, Hawaii Renewables made a one-time special cash distribution of $83.0 million to the Company and retained $17.0 million to fund remaining construction and initial working capital. Pursuant to the JV Agreement, HR Holdco owns 63.5% of the ownership and voting interest in Hawaii Renewables, and Alohi owns 36.5% of the ownership and voting interest in Hawaii Renewables.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a growing energy company based in Houston, Texas, that provides both renewable and conventional fuels to the western United States. For more information, please read Note 1—Overview to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Recent Events Affecting Comparability of Periods

Operational Update

Our Wyoming refinery experienced an operational incident on the evening of February 12, 2025, and remained safely idled during repair and recovery work through late April 2025, when the refinery returned to full crude operations. The 66 days of idle time impacted comparability between the nine months ended September 30, 2025, and September 30, 2024.

Small Refinery Exemption

In August 2025, the U.S. Environmental Protection Agency (“EPA”) granted our mainland refineries a combination of full (100%) and partial (50%) small refinery exemptions (“SREs”) from the RFS program for the 2019 through 2024 compliance years. As a result of our historical compliance with the RFS program, we received previously retired RINs related to the 2019 through 2023 compliance years from the EPA and relieved a portion of our 2024 RVO, recording a corresponding gain of $199.5 million in Net Income on our condensed consolidated statement of operations for the three and nine months ended September 30, 2025. This also resulted in gains of $195.9 million in Adjusted Net Income and $202.6 million in Adjusted EBITDA for both the three and nine months ended September 30, 2025. As of September 30, 2025, the EPA has not made a determination with respect to small refinery exemptions for the 2025 compliance year. Accordingly, our recorded RFS obligation for the nine months ended September 30, 2025, reflects 100% of the RFS obligation for the respective period with no assumption of SRE relief.

Renewable Fuels Facility Joint Venture

On July 21, 2025, we and Hawaii Renewables, LLC, a subsidiary of the Company (“Hawaii Renewables”), entered into a definitive Equity Contribution Agreement (the “Equity Contribution Agreement”) with Alohi Renewable Energy LLC (“Alohi”), an entity owned by Mitsubishi Corporation and ENEOS Corporation, to establish Hawaii Renewables as a joint venture, with the Company owning a 63.5% equity interest in Hawaii Renewables. The joint venture is being formed for the development, construction, ownership, and operation of the renewable fuels manufacturing facility co-located with our Hawaii refinery (“Renewable Fuels Facility”).

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

Economic Update

Energy prices are, among other factors, indicators of inflation. Crude oil prices decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Brent crude oil prices averaged $69.93 per barrel during the nine months ended September 30, 2025, compared to $81.82 per barrel during the nine months ended September 30, 2024. Average U.S. retail gasoline prices decreased to $3.26 per gallon during the nine months ended September 30, 2025, compared to $3.51 per gallon during the nine months ended September 30, 2024. The overall energy price index increased 6.4% and the total consumer price index increased 3% year over year as of September 30, 2025. The U.S. Energy Information Administration (“EIA”) in its October 2025 short term energy outlook forecasts average Brent crude oil prices to decrease to $62 per barrel in the fourth quarter of 2025 and average $52 per barrel in 2026 due to increased global oil inventories driven by increased production by the Organization of the Petroleum Exporting Countries (“OPEC”) and weak global demand growth. On March 5, 2025, OPEC agreed to gradually increase oil production starting in April 2025, after a period of voluntary output cuts, with the plan to reverse the 2.2 million barrels per day cuts over an 18-month period. On April

3, 2025, OPEC agreed to phase out oil output cuts by increasing output by 411,000 barrels per day beginning in May 2025. On July 5, 2025, OPEC agreed to increase output by 548,000 barrels per day beginning in August 2025. On October 5, 2025, OPEC announced an increase in output by 137,000 barrels per day beginning in November 2025. While inflation has increased relative to the prior year, we do not believe that inflation has had a material effect on our business, financial condition, or results of operations for the nine months ended September 30, 2025.

Geopolitical tensions in the Middle East and Red Sea region continue in 2025, putting upward pressure on prices. The Russia-Ukraine war, the Israel-Palestine conflict, Houthi attacks in the Red Sea, and Iranian activities in the Strait of Hormuz have all continued to disrupt global trade patterns, increase crude oil price volatility, and increase freight costs and delivery times. The overall effect of these conflicts and associated actions taken to limit the purchase of Russian petroleum products in response to Russia’s invasion of Ukraine have raised the operating costs of many European, U.S., and other refineries.

Effective August 1, 2025, the U.S. adopted new and increased tariffs on countries and specific goods, subject to evolving exemptions. In October 2025, the U.S. government announced a series of new and expanded tariffs on imports from China and other countries, including a 100% tariff on certain categories of goods and increased duties. On November 1, 2025, the U.S. government announced a deal with China that retained heightened reciprocal tariffs and suspended (retaining a 10% baseline) and reduced certain China-specific tariffs, effective November 10, 2025. Separately, previously announced tariffs on imports from other countries went into effect on November 1, 2025. Those policies, along with retaliatory actions by some trading partners and ongoing negotiations around trade policy, have led to increased volatility, upward pressure on prices of a wide range of goods, and unpredictability for global trade.

Please read Item 1A. — Risk Factors on our Annual Report on Form 10-K for the year ended December 31, 2024 for further information.

Results of Operations

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

Net Income. Our financial results for the third quarter of 2025 improved from net income of $7.5 million for the three months ended September 30, 2024, to net income of $262.6 million for the three months ended September 30, 2025. The increase was primarily driven by a $321.8 million increase in our refining segment operating income and an $8.5 million increase in Equity earnings from Laramie Energy, LLC, partially offset by a $76.2 million increase in income tax expense. Please read the discussions of segment and consolidated results below for additional information.

Adjusted EBITDA and Adjusted Net Income (Loss). For the three months ended September 30, 2025, Adjusted EBITDA was $372.5 million compared to $51.4 million for the three months ended September 30, 2024. The $321.1 million increase was primarily related to a $308.1 million increase in refining segment Adjusted Gross Margin, an $8.6 million decrease in operating expenses, excluding severance, and a $6.7 million increase in our logistics segment Adjusted Gross Margin. Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information.

For the three months ended September 30, 2025, Adjusted Net Income was $302.6 million compared to Adjusted Net Loss of $5.5 million for the three months ended September 30, 2024. The $308.1 million improvement was primarily related to the factors described above for the increase in Adjusted EBITDA, partially offset by a $4.4 million increase in D&A.

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

Net Income. Our financial results improved from net income of $22.4 million for the nine months ended September 30, 2024, to net income of $291.7 million for the nine months ended September 30, 2025. The $269.3 million increase was driven by a $314.6 million increase in refining segment operating income, a $15.2 million decrease in general and administrative expenses, an $11.2 million increase in logistics segment operating income and a $10.5 million increase in retail segment income, partially offset by an $82.2 million increase in income tax expense. Please read the discussions of segment and consolidated results below for additional information.

Adjusted EBITDA and Adjusted Net Income. For the nine months ended September 30, 2025, Adjusted EBITDA was $520.5 million compared to $227.7 million for the nine months ended September 30, 2024. The $292.8 million improvement was primarily due to a $260.5 million increase in our refining segment Adjusted Gross Margin, a $12.4 million increase in our logistics segment Adjusted Gross Margin, an $11.4 million decrease in operating expenses, excluding severance, and a $5.6 million increase in our retail segment Adjusted Gross Margin. Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information.

For the nine months ended September 30, 2025, Adjusted Net Income was $330.6 million compared to $64.7 million for the nine months ended September 30, 2024. The $265.9 million improvement was primarily related to the same factors described above for the increase in Adjusted EBITDA, partially offset by a $10.9 million increase in D&A, a $10.2 million increase in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items, and a $2.7 million increase in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains).

The following tables summarize our consolidated results of operations for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024 (in thousands). The following should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.


	Three Months Ended September 30,
	2025		2024		$ Change		% Change
Revenues	$	2,012,936	$	2,143,933	$	(130,997)	(6)%
Cost of revenues (excluding depreciation)	1,453,697		1,905,200		(451,503)		(24)%


Operating expense (excluding depreciation)	140,029		147,049		(7,020)		(5)%
Depreciation and amortization	36,284		31,879		4,405		14%


General and administrative expense (excluding depreciation)	24,242		22,399		1,843		8%
Equity earnings from refining and logistics investments	(6,353)		(3,008)		(3,345)		(111)%
Acquisition and integration costs	1,973		(23)		1,996		8,678%
Par West redevelopment and other costs	4,525		4,006		519		13%
Loss on sale of assets, net	23		—		23		NM (1)
Total operating expenses	1,654,420		2,107,502
Operating income	358,516		36,431
Other income (expense)
Interest expense and financing costs, net	(21,272)		(23,402)		2,130		(9)%
Debt extinguishment and commitment costs	—		—		—		NM (1)

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


Equity earnings (losses) from Laramie Energy, LLC	8,202		(336)		8,538		2,541%
Total other expense, net	(13,179)		(22,485)
Income before income taxes	345,337		13,946
Income tax expense	(82,706)		(6,460)		(76,246)		1,180%
Net income	$	262,631	$	7,486


	Nine Months Ended September 30,
	2025		2024		$ Change		% Change
Revenues	$	5,651,410	$	6,142,236	$	(490,826)	(8)%
Cost of revenues (excluding depreciation)	4,606,536		5,422,875		(816,339)		(15)%


Operating expense (excluding depreciation)	432,863		444,389		(11,526)		(3)%
Depreciation and amortization	107,582		96,679		10,903		11%


General and administrative expense (excluding depreciation)	72,133		87,322		(15,189)		(17)%
Equity earnings from refining and logistics investments	(21,172)		(12,846)		(8,326)		(65)%
Acquisition and integration costs	1,973		68		1,905		2,801%
Par West redevelopment and other costs	13,197		9,048		4,149		46%
Loss (gain) on sale of assets, net

PAR PACIFIC HOLDINGS, INC. 10-Q