Par Pacific Q3 profit rises to $353M on $3.05B sales
EPA relief on part of the 2025 renewable volume obligation produced a $142.4 million gain for Par Pacific.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Par Pacific Holdings, Inc. (PARR) reported third-quarter 2026 revenue of $3.052 billion and net income attributable to stockholders of $353.3 million, versus $2.013 billion and $262.6 million a year earlier. Adjusted EBITDA was $646.0 million, compared with $372.5 million. For the first nine months, revenue was $7.845 billion and stockholder-attributable net income was $869.9 million, versus $5.651 billion and $291.7 million. Nine-month operating cash flow was $1.081 billion, compared with $351.5 million.
Results included a $142.4 million gain after EPA relief on part of the 2025 renewable volume obligation; the EPA had not determined 2026 exemptions as of September 30, 2026. Par’s 46%-owned investee Laramie Energy agreed to sell substantially all of its oil and gas assets to a third party. Par expects approximately $148 million in proceeds: $120 million at closing and $27.5 million on the fifth anniversary, plus potential earn-out payments of up to approximately $30 million. Closing is expected by the end of 2026, subject to regulatory approvals and customary closing conditions. Par began separately reporting Renewables in the third quarter; its Hawaii renewable fuels facility began commercial operations in April 2026.
4 points · 0 major0 major · 0 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue was $3.052 billion, versus $2.013 billion a year earlier.
- Moderate pointThird-quarter stockholder-attributable net income was $353.3 million, versus $262.6 million.
- Moderate pointThird-quarter Adjusted EBITDA was $646.0 million, versus $372.5 million.
- Moderate pointNine-month operating cash flow was $1.081 billion, versus $351.5 million.
Negative
- None.
Filing Explained
At September 30, Par reported $731,060 thousand in cash and $1.7 billion of ABL availability, with no revolving loans outstanding.
By
At
Key Figures
Third-quarter revenue: $3.052 billion
Third-quarter net income attributable to Par Pacific stockholders: $353.3 million
Third-quarter Adjusted EBITDA: $646.0 million
+5 more
8 metrics
Third-quarter revenue
$3.052 billion
Three months ended September 30, 2026; $2.013 billion in 2025
Third-quarter net income attributable to Par Pacific stockholders
$353.3 million
Three months ended September 30, 2026; $262.6 million in 2025
Third-quarter Adjusted EBITDA
$646.0 million
Three months ended September 30, 2026; $372.5 million in 2025
Nine-month revenue
$7.845 billion
Nine months ended September 30, 2026; $5.651 billion in 2025
Nine-month net income attributable to Par Pacific stockholders
$869.9 million
Nine months ended September 30, 2026; $291.7 million in 2025
Nine-month net cash provided by operating activities
$1.081 billion
Nine months ended September 30, 2026; $351.5 million in 2025
Gain from 2025 renewable volume obligation relief
$142.4 million
Recorded in the three and nine months ended September 30, 2026
Expected proceeds from Laramie Energy asset sale
Approximately $148 million
Includes $120 million at closing and $27.5 million on the fifth anniversary; additional earn-out payments of up to approximately $30 million
Key Terms
Adjusted EBITDA, renewable volume obligation, Small Refinery Exemption, Inventory Intermediation Agreement, +1 more
5 terms
Adjusted EBITDA financial
"Adjusted EBITDA was $646.0 million compared to $372.5 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
renewable volume obligation regulatory
"a portion of our 2025 renewable volume obligation was relieved"
Under the U.S. Renewable Fuel Standard (RFS), a renewable volume obligation (RVO) is the specific quantity of renewable fuel that each obligated party (typically refiners and importers of gasoline and diesel) must ensure is used in transportation fuel for a compliance year. The Environmental Protection Agency sets national RVOs annually and allocates them among obligation categories; obligated parties meet their RVOs by blending qualifying renewable fuels into their fuel sales or by acquiring and retiring compliance credits called RINs (renewable identification numbers). The obligation is measured in fuel volume (gallons) and is tied to the party's volume of obligated fossil fuel sales, not to ownership of physical renewable-fuel production.
Small Refinery Exemption regulatory
"Small Refinery Exemption"
A small refinery exemption lets a qualifying small oil refinery skip or defer required purchases of renewable fuel credits under the Renewable Fuel Standard when complying would cause disproportionate financial hardship. Think of it like a temporary relief for a small business that can’t afford an added regulatory cost; investors monitor these exemptions because they reduce demand for renewable credits, shift compliance costs, and can affect profit margins across refiners, fuel suppliers and biofuel producers.
Inventory Intermediation Agreement financial
"outstanding obligations under the Inventory Intermediation Agreement"
An inventory intermediation agreement is a contract where a neutral third party holds, manages, or sells physical goods on behalf of a seller and a buyer, acting like an escrow or warehouse operator that controls the flow of inventory between parties. For investors, it matters because this arrangement can reduce delivery and payment risk, support financing by making stock easier to use as loan security, and influence a company’s cash flow and balance-sheet reliability.
noncontrolling interest financial
"recorded as a noncontrolling interest"
The portion of a business owned by investors other than the controlling owner when one company has control of another; it represents outside shareholders’ share of the subsidiary’s assets and profits. For investors, it matters because those outside claims reduce the amount of profit and net assets attributable to the parent owner — similar to saying part of a pizza belongs to someone else — and thus affects earnings, book value and valuation.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was PARR's revenue in the third quarter of 2026?
PARR reported $3.052 billion in revenue for the three months ended September 30, 2026, compared with $2.013 billion for the same period in 2025.
How much net income did PARR attribute to stockholders in Q3 2026?
Net income attributable to Par Pacific stockholders was $353.3 million for the third quarter of 2026, compared with $262.6 million in the third quarter of 2025.
How much remained in PARR's share repurchase authorization?
$238.3 million remained under the current share repurchase program as of September 30, 2026. During the nine months ended that date, Par repurchased 0.9 million shares for $38.3 million under the program.
What are the terms of PARR's 2034 senior notes?
Par issued $500.0 million of unsecured senior notes at 7.375%, due June 1, 2034. Interest is payable semi-annually on June 1 and December 1, beginning December 1, 2026; proceeds and cash on hand were used to repay and terminate the Term Loan Credit Agreement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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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, 2026
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File No. 001-36550
________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________
| (State or other jurisdiction of | (I.R.S. Employer | ||||
| incorporation or organization) | Identification No.) | ||||
| (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 | ||||||||||||
| 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.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
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 | 6 | |||||||
Notes to Condensed Consolidated Financial Statements | 8 | |||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 62 | ||||||
| Item 4. | Controls and Procedures | 62 | ||||||
PART II OTHER INFORMATION | ||||||||
| Item 1. | Legal Proceedings | 63 | ||||||
| Item 1A. | Risk Factors | 63 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 63 | ||||||
| Item 3. | Defaults Upon Senior Securities | 63 | ||||||
| Item 4. | Mine Safety Disclosures | 63 | ||||||
| Item 5. | Other Information | 64 | ||||||
| Item 6. | Exhibits | 65 | ||||||
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, 2026 | December 31, 2025 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
Trade accounts receivable, net of allowances of $ | ||||||||||||||
| Inventories | ||||||||||||||
| Prepaid and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant, and equipment | ||||||||||||||
| Property, plant, and equipment | ||||||||||||||
| Less accumulated depreciation and amortization | ( | ( | ||||||||||||
| Property, plant, and equipment, net | ||||||||||||||
| Long-term assets | ||||||||||||||
Operating lease right-of-use (“ROU”) assets | ||||||||||||||
| Refining and logistics equity investments | ||||||||||||||
| Investment in Laramie Energy, LLC | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Other long-term assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Current maturities of long-term debt | $ | $ | ||||||||||||
| Obligations under inventory financing agreements | ||||||||||||||
| Accounts payable | ||||||||||||||
| Accrued taxes | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other accrued liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term liabilities | ||||||||||||||
| Long-term debt, net of current maturities | ||||||||||||||
| Finance lease liabilities | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Noncontrolling interest | ||||||||||||||
| Stockholders’ equity | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated earnings | ||||||||||||||
| Accumulated other comprehensive income | ||||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Total liabilities, noncontrolling interest, and stockholders’ equity | $ | $ | ||||||||||||
See accompanying notes to the condensed consolidated financial statements.
1
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of revenues (excluding depreciation) | |||||||||||||||||||||||
| Operating expense (excluding depreciation) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| General and administrative expense (excluding depreciation) | |||||||||||||||||||||||
| Equity (earnings) losses from refining and logistics investments | ( | ( | ( | ||||||||||||||||||||
| Acquisition and integration costs | |||||||||||||||||||||||
| Par West redevelopment and other costs | |||||||||||||||||||||||
| Other operating loss (gain), net | ( | ||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense and financing costs, net | ( | ( | ( | ( | |||||||||||||||||||
| Debt extinguishment and commitment costs | ( | ( | |||||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Equity earnings (losses) from Laramie Energy, LLC | ( | ||||||||||||||||||||||
| Total other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income | $ | ||||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Net income attributable to Par Pacific stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Income attributable to Par Pacific stockholders per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average number of shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
2
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(in thousands)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Other post-retirement loss, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Total other comprehensive loss, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Comprehensive income attributable to Par Pacific stockholders | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
3
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Debt extinguishment and commitment costs | ||||||||||||||
| Non-cash interest expense | ||||||||||||||
| Non-cash lower of cost and net realizable value adjustment | ( | ( | ||||||||||||
| Deferred taxes | ||||||||||||||
| Other operating loss (gain), net | ( | |||||||||||||
| Stock-based compensation | ||||||||||||||
| Unrealized (gain) loss on derivative contracts | ( | |||||||||||||
| Equity earnings from Laramie Energy, LLC | ( | ( | ||||||||||||
| Equity earnings from refining and logistics investments | ( | ( | ||||||||||||
| Dividends received from refining and logistics investments | ||||||||||||||
| Net changes in operating assets and liabilities: | ||||||||||||||
| Trade accounts receivable | ( | |||||||||||||
| Prepaid and other assets | ( | ( | ||||||||||||
| Inventories | ( | ( | ||||||||||||
| Deferred turnaround expenditures | ( | ( | ||||||||||||
| Obligations under inventory financing agreements | ||||||||||||||
| Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities | ||||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Proceeds from sale of assets and other | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from borrowings | ||||||||||||||
| Repayments of borrowings | ( | ( | ||||||||||||
| Payment of deferred loan costs | ( | ( | ||||||||||||
| Purchase of common stock for retirement | ( | ( | ||||||||||||
| Proceeds from exercise of stock options | ||||||||||||||
| Exercise of stock options | ( | ( | ||||||||||||
| Proceeds from inventory financing agreements | ||||||||||||||
| Repayments of inventory financing agreements | ( | |||||||||||||
| Payments for debt extinguishment and commitment costs | ( | ( | ||||||||||||
| Other financing activities, net | ||||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | |||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | ||||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | ||||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash included in current assets | ||||||||||||||
| Restricted cash included in other long-term assets | ||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | ||||||||||||
4
| Supplemental cash flow information: | ||||||||||||||
| Net cash paid for: | ||||||||||||||
| Interest | $ | ( | $ | ( | ||||||||||
| Taxes | ( | ( | ||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||
| Accrued capital expenditures | $ | $ | ||||||||||||
| ROU assets obtained in exchange for new finance lease liabilities | ||||||||||||||
| ROU assets obtained in exchange for new operating lease liabilities | ||||||||||||||
| ROU assets terminated in exchange for release from finance lease liabilities | ||||||||||||||
| ROU assets terminated in exchange for release from operating lease liabilities | ||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
5
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 | Noncontrolling | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Income | Equity | Interest | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Purchase of common stock for retirement | ( | ( | ( | ( | — | ( | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for employee stock purchase plan | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Purchase of common stock for retirement | ( | ( | ( | ( | — | ( | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Purchase of common stock for retirement | ( | ( | ( | ( | — | ( | — | ||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
6
| Accumulated | |||||||||||||||||||||||||||||||||||||||||
| Additional | Other | ||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Comprehensive | Total | Noncontrolling | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Income | Equity | Interest | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Contributions to joint venture | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Purchase of common stock for retirement | ( | ( | ( | ( | — | ( | — | ||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | ( | — | — | ( | — | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for employee stock purchase plan | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Contributions to joint venture | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Purchase of common stock for retirement | ( | — | ( | ( | — | ( | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Contributions to joint venture | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Purchase of common stock for retirement | ( | ( | ( | ( | — | ( | — | ||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
7
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
Note 1—Overview
Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) provide both renewable and conventional fuels to the western United States. During the third quarter of 2026, we began presenting Renewables as a separate reportable segment, reflecting our continued investment in and development of our renewable fuels operations. Please read “Note 19—Segment Information” for further information. We currently operate in four 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 the state of Washington 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 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.
4) Renewables - In April 2026, Hawaii Renewables, LLC (“Hawaii Renewables”), our joint venture with Alohi Renewable Energy LLC (“Alohi”), an entity owned by Mitsubishi Corporation and ENEOS Corporation, commenced operations at the new renewable fuels facility co-located with our Hawaii refinery (“Renewable Fuels Facility”). The Renewable Fuels Facility is designed to produce approximately 61 million gallons annually of renewable diesel, sustainable aviation fuel, renewable naphtha, and low-carbon liquefied petroleum gases.
On August 25, 2026, Laramie Energy, LLC (“Laramie Energy”) entered into a definitive agreement to sell substantially all of its oil and gas assets to a third party. Upon closing, we will exit our noncontrolling ownership investment in Laramie Energy. The transaction is expected to close by the end of 2026, subject to regulatory approvals and customary closing conditions. Please read “Note 4—Investment in Laramie Energy” for further information.
As of September 30, 2026, we owned the following investments:
•a 46 % equity investment in Laramie Energy;
•a 65 % equity investment in Yellowstone Energy Limited Partnership (“YELP”);
•a 40 % equity investment in Yellowstone Pipeline Company (“YPLC”); and
•a 63.5 % ownership interest in Hawaii Renewables.
Note 2—Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The condensed consolidated financial statements are presented in our reporting currency, the U.S. dollar, and include the accounts of Par Pacific Holdings, Inc., its wholly owned subsidiaries, and its majority-owned subsidiaries in which we hold a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation.
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The condensed consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the complete fiscal year or for any other period. The condensed consolidated balance sheet as of December 31, 2025, was
8
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
derived from our audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Use of Estimates
The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates.
Concentration Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents. Substantially all of the cash and cash equivalents presented in our condensed consolidated balance sheet as of September 30, 2026, were held at a small number of financial institutions, and substantially all of these balances exceed Federal Deposit Insurance Corporation (“FDIC”) coverage limits. Our maximum exposure to loss from credit risk on these balances is their carrying amount.
Allowance for Credit Losses
We did not have a material change in our allowances on trade receivables during the three and nine months ended September 30, 2026 and 2025.
Cost Classifications
The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our condensed consolidated statements of operations (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Cost of revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating expense | ||||||||||||||||||||||||||
| General and administrative expense | ||||||||||||||||||||||||||
Accounting Principles Not Yet Adopted
On May 19, 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). This ASU establishes the first comprehensive GAAP framework for the recognition, measurement, presentation, and disclosure of environmental credits and the obligations they settle. The amendments in this ASU are effective for all annual and interim reporting periods with fiscal years beginning after December 15, 2027; early adoption is permitted. We are evaluating the impact of adopting the new guidance on filings subsequent to the effective date.
Accounting Principles Adopted
Note 3—Refining and Logistics Equity Investments
Yellowstone Energy Limited Partnership
As of September 30, 2026, we owned a 65 % limited partnership ownership interest in YELP. YELP owns a cogeneration facility in Billings, Montana, that converts petroleum coke, supplied from our Montana refinery and other nearby third-party refineries, into power for the local utility grid. The change in our equity investment in YELP is as follows (in thousands):
9
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| Equity earnings (losses) from YELP | ( | ( | |||||||||||||||||||||
Amortization of basis difference | ( | ( | ( | ( | |||||||||||||||||||
| Dividends received | ( | ( | ( | ||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
Yellowstone Pipeline Company
As of September 30, 2026, we owned a 40 % ownership interest in YPLC. YPLC owns a refined products pipeline that begins at our Montana refinery and transports refined product throughout Montana and the Pacific Northwest. The change in our equity investment in YPLC is as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| Equity earnings from YPLC | |||||||||||||||||||||||
| Accretion of basis difference | |||||||||||||||||||||||
| Dividends received | ( | ( | ( | ||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
Note 4—Investment in Laramie Energy
On August 25, 2026, Laramie Energy entered into a definitive agreement to sell substantially all of its oil and gas assets to a third party. We expect to receive approximately $148 million in proceeds from this transaction, including $120 million at closing and $27.5 million on the fifth anniversary of the closing date. We are also eligible to receive additional earn-out payments of up to approximately $30 million. The transaction is expected to close by the end of 2026, subject to regulatory approvals and customary closing conditions.
As of September 30, 2026, we owned a 46 % ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. The balance of our investment in Laramie Energy was $43.1 million and $35.8 million as of September 30, 2026, and December 31, 2025, respectively.
As of September 30, 2026, and December 31, 2025, Laramie Energy’s term loan had an outstanding balance of $160.0
At September 30, 2026, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $55.0 million. This difference arose primarily due to other-than-temporary impairments of our equity investment in Laramie Energy recorded in prior years.
The change in our equity investment in Laramie Energy is as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| Equity earnings (losses) from Laramie Energy | ( | ||||||||||||||||||||||
| Accretion of basis difference | |||||||||||||||||||||||
Ending balance | $ | $ | $ | $ | |||||||||||||||||||
10
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
Note 5—Joint Venture
Renewable Fuels Facility Joint Venture
As of September 30, 2026, we held a 63.5 % ownership interest in Hawaii Renewables, and Alohi held the remaining 36.5 % ownership interest. The joint venture was formed for the development, construction, ownership, and operation of the Renewable Fuels Facility. The Renewable Fuels Facility began commercial operations in April 2026.
The economic interest held by Alohi is recorded as a noncontrolling interest on our condensed consolidated balance sheets. Hawaii Renewables’ net income or loss is reflected in our Renewables segment on our condensed consolidated statements of operations.
Noncontrolling Interest
Note 6—Revenue Recognition
As of September 30, 2026, and December 31, 2025, receivables from contracts with customers were $553.8 million and $265.0 million, respectively. Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer. Deferred revenue was $1.2 million and $6.7 million as of September 30, 2026, and December 31, 2025, respectively. We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation.
The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands):
| Three Months Ended September 30, 2026 | Refining | Logistics | Retail | Renewables | ||||||||||||||||||||||||||||||||||||||||
| Product or service: | ||||||||||||||||||||||||||||||||||||||||||||
| Gasoline | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Distillates (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Other refined products (2) | ||||||||||||||||||||||||||||||||||||||||||||
| Merchandise | ||||||||||||||||||||||||||||||||||||||||||||
| Transportation and terminalling services | ||||||||||||||||||||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Total segment revenues (3) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Refining | Logistics | Retail | |||||||||||||||||||||||||||||||||||||||||
| Product or service: | ||||||||||||||||||||||||||||||||||||||||||||
| Gasoline | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Distillates (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Other refined products (2) | ||||||||||||||||||||||||||||||||||||||||||||
| Merchandise | ||||||||||||||||||||||||||||||||||||||||||||
| Transportation and terminalling services | ||||||||||||||||||||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Total segment revenues (3) | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
11
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
| Nine Months Ended September 30, 2026 | Refining | Logistics | Retail | Renewables | ||||||||||||||||||||||||||||||||||||||||
| Product or service: | ||||||||||||||||||||||||||||||||||||||||||||
| Gasoline | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Distillates (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Other refined products (2) | ||||||||||||||||||||||||||||||||||||||||||||
| Merchandise | ||||||||||||||||||||||||||||||||||||||||||||
| Transportation and terminalling services | ||||||||||||||||||||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Total segment revenues (3) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Refining | Logistics | Retail | |||||||||||||||||||||||||||||||||||||||||
| Product or service: | ||||||||||||||||||||||||||||||||||||||||||||
| Gasoline | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Distillates (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Other refined products (2) | ||||||||||||||||||||||||||||||||||||||||||||
| Merchandise | ||||||||||||||||||||||||||||||||||||||||||||
| Transportation and terminalling services | ||||||||||||||||||||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Total segment revenues (3) | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
_______________________________________________________
(1)Distillates primarily include diesel and jet fuel.
(2)Other refined products include fuel oil, vacuum gas oil, and asphalt.
Note 7—Inventories
Inventories at September 30, 2026, and December 31, 2025, consisted of the following (in thousands):
| Titled Inventory | Inventory Financing Agreements (1) | Total | |||||||||||||||||||||
| September 30, 2026 | |||||||||||||||||||||||
| Crude oil and feedstocks | $ | $ | $ | ||||||||||||||||||||
| Refined products and blendstock | |||||||||||||||||||||||
| Warehouse stock and other (2) | |||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Crude oil and feedstocks | $ | $ | $ | ||||||||||||||||||||
| Refined products and blendstock | |||||||||||||||||||||||
| Warehouse stock and other (2) | |||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||
________________________________________________________
(1)Please read “Note 9—Inventory Financing Agreements” for further information.
(2)Includes $356.7 million and $450.7 million of Renewable Identification Numbers (“RINs”) and environmental credits, reported at the lower of cost or net realizable value, as of September 30, 2026, and December 31, 2025, respectively. Our renewable volume obligation and other gross environmental credit obligations of $294.6 million and $380.4 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of September 30, 2026, and December 31, 2025, respectively.
As of September 30, 2026, there were no write-downs of the lower of cost or net realizable value of inventory. As of December 31, 2025, there were write-downs of the lower of cost or net realizable value of inventory of $2.1 million. As of
12
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
September 30, 2026, and December 31, 2025, the current replacement cost exceeded the LIFO inventory carrying value by approximately $75.5 million and $9.1 million, respectively.
Note 8—Prepaid and Other Current Assets
Prepaid and other current assets at September 30, 2026, and December 31, 2025, consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Collateral posted with broker for derivative instruments (1) | $ | $ | ||||||||||||
| Prepaid insurance | ||||||||||||||
| Deferred financing costs | ||||||||||||||
| Derivative assets | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
_________________________________________________________
(1)Our cash margin that is required as collateral deposits on our commodity derivatives cannot be offset against the fair value of open contracts except in the event of default. Please read “Note 12—Derivatives” for further information.
Note 9—Inventory Financing Agreements
Inventory Intermediation Agreement
On June 27, 2025, we entered into an amendment to the Inventory Intermediation Agreement to, among other things, facilitate entry into the Product Financing Agreement (both as defined below) and revise certain other terms and conditions. As of September 30, 2026, and December 31, 2025, there were $140.6 million and $130.2 million of outstanding obligations under the Inventory Intermediation Agreement, respectively.
Product Financing Agreement
On June 27, 2025, we entered into a RINs financing agreement with Citigroup Energy Inc. (“Citi”) (the “Product Financing Agreement”) to, among other things, provide funding to finance RINs, which is not to exceed $450 million in the aggregate when combined with obligations under the inventory intermediation agreement with Citi (the “Inventory Intermediation Agreement”). Pursuant to the Product Financing Agreement, from time to time, we may elect to sell surplus RINs and contemporaneously enter into a corresponding obligation to repurchase identical RINs at a future date to provide an additional source of short-term financing and to take advantage of market liquidity for holdings that are not currently required for operations. In such cases, the sale is not recognized, but rather the proceeds are treated as product financing proceeds where a corresponding product financing obligation is recorded. The subsequent repurchase is treated as repayment of the product financing obligation, with the difference recorded as interest expense over the intervening period. Such transactions are presented as Proceeds from inventory financing agreements in our condensed consolidated statement of cash flows. As of September 30, 2026, and December 31, 2025, there were no
Renewables Intermediation Agreement
On October 2, 2025, Hawaii Renewables entered into a Framework Agreement for Commodity Swap Transactions (the “Renewables Intermediation Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”) pursuant to which the parties agreed to a framework for entering into a series of swap transactions to support our operations at the Renewable Fuels Facility. Under the Renewables Intermediation Agreement, Hawaii Renewables and Wells Fargo will enter into a series of commodity swap transactions on a monthly basis, and Wells Fargo agreed to prepay a fixed amount not to exceed $100 million to Hawaii Renewables.
In connection with the Renewables Intermediation Agreement, on December 16, 2025, we entered into a Renewables LC Facility Agreement. Please read “Note 11—Debt” for the definition and further information.
On June 24, 2026, we entered into an amendment to the Renewables Intermediation Agreement. The amendment provided for an increase in the maximum commodity limit from $100 million to $150 million. As of September 30, 2026, and
13
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
December 31, 2025, there were $118.7 million and $31.3 million of outstanding obligations under the Renewables Intermediation Agreement, respectively.
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, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Net fees and expenses: | ||||||||||||||||||||||||||||||||
| Inventory Intermediation Agreement | ||||||||||||||||||||||||||||||||
| Inventory intermediation fees (1) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Interest expense and financing costs, net | ||||||||||||||||||||||||||||||||
| Product Financing Agreement | ||||||||||||||||||||||||||||||||
| Interest expense and financing costs, net | ||||||||||||||||||||||||||||||||
| Renewables Intermediation Agreement | ||||||||||||||||||||||||||||||||
| Inventory intermediation fees (1) | ||||||||||||||||||||||||||||||||
| Interest expense and financing costs, net | ||||||||||||||||||||||||||||||||
___________________________________________________
(1)Inventory intermediation fees under the Inventory Intermediation Agreement included market structure fees of $18.5 million and $53.7 million for the three and nine months ended September 30, 2026, respectively, and $4.1 million and $13.3 million for the three and nine months ended September 30, 2025, respectively. Inventory intermediation fees under the Renewables Intermediation Agreement included immaterial market structure fees for the three and nine months ended September 30, 2026. There were no
Note 10—Other Accrued Liabilities
Other accrued liabilities at September 30, 2026, and December 31, 2025, consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Accrued payroll and other employee benefits | $ | $ | |||||||||
| Environmental credit obligations (1) | |||||||||||
| Derivative liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Accrued income taxes | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
___________________________________________________
(1)Please read “Note 13—Fair Value Measurements” for further information. A portion of these obligations is 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 $356.7 million and $450.7 million as of September 30, 2026, and December 31, 2025, respectively.
14
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
Note 11—Debt
The following table summarizes our outstanding debt (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
ABL Credit Facility due 2031 (1) | $ | $ | |||||||||
Term Loan Credit Agreement due 2030 | |||||||||||
| Senior Notes due 2034 | |||||||||||
| Other long-term debt | |||||||||||
| Principal amount of long-term debt | |||||||||||
| Less: unamortized discount and deferred financing costs | ( | ( | |||||||||
| Total debt, net of unamortized discount and deferred financing costs | |||||||||||
| Less: current maturities, net of unamortized discount and deferred financing costs | ( | ( | |||||||||
| Long-term debt, net of current maturities | $ | $ | |||||||||
_________________________________________________________
As of September 30, 2026, and December 31, 2025, we had $95.2 million and $44.5 million, respectively, in letters of credit outstanding under the ABL Credit Facility due 2031, as defined below. As of September 30, 2026, and December 31, 2025, we had no 124.1 million and $85.9 million in surety bonds outstanding as of September 30, 2026, and December 31, 2025, respectively.
Under the ABL Credit Facility due 2031 and the 2034 Notes, each as defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions.
ABL Credit Facility due 2031
On May 14, 2026, the prior ABL Credit Facility was amended and restated in its entirety by the Amended and Restated Asset-Based Revolving Credit Agreement (“ABL Credit Facility due 2031”). The ABL Credit Facility due 2031 provides for, among other things, (i) an extension of the maturity date from April 26, 2028, to May 14, 2031, and (ii) incremental commitments that increase the total revolver commitment under the ABL Credit Facility due 2031 to $1.8 billion with a $500 million incremental facility, which is subject to additional lender commitments and certain other conditions. The proceeds of the loans may be used for our and our subsidiaries’ capital expenditures, turnaround expenditures, working capital, and general corporate purposes. The ABL Credit Facility due 2031 provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sublimits of $180 million for swing loans and $600 million for letters of credit.
The interest rates applicable to borrowings under the ABL Credit Facility due 2031 are based on a fluctuating rate of interest measured by reference to either (i) a base rate plus an applicable base rate margin or (ii) a Term Secured Overnight Financing Rate (“SOFR”) rate plus an applicable SOFR margin, as determined by the type of borrowing. The initial applicable margin for borrowings under the ABL Credit Facility due 2031 is 0.25 % per annum with respect to base rate borrowings, 1.25 % per annum with respect to SOFR borrowings, and 1.00 % per annum with respect to letters of credit; the applicable margin for such borrowings after June 30, 2026, is based on our quarterly average excess availability as determined by reference to a borrowing base. See the applicable margin ranges for each type of borrowing in the table below. We also pay a de minimis fee for any undrawn amounts available under the ABL Credit Facility due 2031.
15
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
The applicable margins for the ABL Credit Facility due 2031 and advances under the ABL Credit Facility due 2031 are as specified below:
| Level | Arithmetic Mean of Daily Availability (as a percentage of the borrowing base) | Term SOFR Loans | Base Rate Loans | Letters of Credit | ||||||||||||||||||||||
| 1 | >50% | |||||||||||||||||||||||||
| 2 | >30% but ≤50% | |||||||||||||||||||||||||
| 3 | ≤30% | |||||||||||||||||||||||||
The ABL Credit Facility due 2031 includes certain customary affirmative and negative covenants, including a minimum financial fixed charge coverage ratio. In addition, the covenants limit our ability and the ability of our restricted subsidiaries to, among other things: incur liens; engage in a consolidation, merger, and purchase or sale of assets; pay dividends; incur indebtedness; make advances, investments, and loans; enter into affiliate transactions; issue equity interests; or create subsidiaries and unrestricted subsidiaries.
In accordance with ASC Topic 470, “Debt,” we accounted for the ABL Credit Facility due 2031 as a debt modification. We recognized debt extinguishment costs of $0.4 million associated with the unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the nine months ended September 30, 2026. Existing unamortized deferred financing and modification costs of $4.6 million and additional deferred financing costs of $7.9
As of September 30, 2026, the ABL Credit Facility due 2031 had no revolving loans outstanding, a borrowing base of approximately $1.8 billion, and $1.7 billion of availability.
Senior Notes due 2034
On May 14, 2026, we and U.S. Bank Trust Company, National Association, as trustee, entered into an indenture, pursuant to which we issued $500.0 million in aggregate principal amount of 7.375 % unsecured senior notes due June 1, 2034 (“2034 Notes”). We recorded deferred financing costs of $9.6 million that will be amortized over the term of the 2034 Notes. We used the proceeds from the 2034 Notes and cash on hand to repay the aggregate principal balance under and terminate the Term Loan Credit Agreement.
Interest on the 2034 Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026. At any time prior to June 1, 2029, we may redeem some or all of the 2034 Notes at a redemption price equal to 100 % of the principal amount of the 2034 Notes redeemed, plus the “make-whole” premium as of, and accrued and unpaid interest to, but excluding, the redemption date. We may redeem, at any time prior to June 1, 2029, up to 40 % of the aggregate principal amount of the 2034 Notes at a redemption price equal to 107.375 % of the principal amount of the 2034 Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, with an amount equal to all or a portion of the net cash proceeds of certain equity offerings. On or after June 1, 2029, we may redeem some or all of the 2034 Notes at the redemption prices (expressed as percentages of principal amount of the 2034 Notes to be redeemed) shown in the table below, plus accrued and unpaid interest to, but excluding, the redemption date.
| For the year ending December 31, | Redemption Price | |||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 and thereafter | ||||||||
If we undergo a change of control that is coupled with certain credit ratings-related events, we will be required to offer to repurchase the 2034 Notes from holders at a purchase price in cash equal to 101 % of the principal amount of the 2034 Notes repurchased plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The indenture contains customary provisions relating to events of default and certain affirmative and negative covenants.
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PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
Term Loan Credit Agreement due 2030
On May 14, 2026, and in connection with the issuance of the 2034 Notes, we terminated and repaid all amounts outstanding under the term loan credit agreement (“Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. We recognized debt extinguishment costs of $11.0 million associated with the unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the nine months ended September 30, 2026.
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, 2026, we were in compliance with the covenants under all of our debt instruments.
Note 12—Derivatives
Commodity Derivatives
Our condensed consolidated balance sheets present derivative assets and liabilities on a net basis. Please read “Note 13—Fair Value Measurements” for the gross fair value and net carrying value of our derivative instruments.
Our open futures and over-the-counter (“OTC”) swaps expire by December 2027. At September 30, 2026, our open commodity derivative contracts represented (in thousands of barrels):
| Contract Type | Purchases | Sales | Net | |||||||||||||||||
| Futures | ( | |||||||||||||||||||
| Swaps | ( | ( | ||||||||||||||||||
| Total | ( | ( | ||||||||||||||||||
At September 30, 2026, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries. The following table provides information on these option collars as of September 30, 2026:
| 2026 | 2027 | |||||||||||||
| Total open option collars | ||||||||||||||
| Weighted-average strike price - floor (in dollars) | $ | $ | ||||||||||||
| Weighted-average strike price - ceiling (in dollars) | $ | $ | ||||||||||||
| Earliest commencement date | October 2026 | January 2027 | ||||||||||||
| Furthest expiry date | December 2026 | December 2027 | ||||||||||||
Environmental Credit Derivatives
At September 30, 2026, our open environmental credit derivative contracts represented 180 thousand credits.
Interest Rate Derivatives
We are exposed to interest rate volatility in our ABL Credit Facility due 2031 and the Inventory Intermediation Agreement. We may utilize interest rate swaps to manage our interest rate risk.
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PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
The following table provides information on the fair value amounts (in thousands) of our derivatives as of September 30, 2026, and December 31, 2025, and their placement within our condensed consolidated balance sheets:
| Balance Sheet Location | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Asset (Liability) | |||||||||||||||||
| Commodity derivatives (1) | Prepaid and other current assets | $ | $ | ||||||||||||||
| Environmental credit derivatives (1) | Prepaid and other current assets | ||||||||||||||||
| Commodity derivatives (1) | Other long-term assets | ( | |||||||||||||||
Commodity derivatives (2) | Other accrued liabilities | ( | ( | ||||||||||||||
| Commodity derivatives | Other liabilities | ( | |||||||||||||||
| Environmental credit derivatives (2) | Other accrued liabilities | ( | |||||||||||||||
Citi repurchase obligation derivative | Obligations under inventory financing agreements | ||||||||||||||||
Wells Fargo terminal obligation derivative | Obligations under inventory financing agreements | ( | |||||||||||||||
| Interest rate derivatives | Prepaid and other current assets | ||||||||||||||||
| Interest rate derivatives | Other liabilities | ( | |||||||||||||||
_________________________________________________________
(1)Does not include cash collateral of $16.1 million and $7.0 million recorded in Prepaid and other current assets as of September 30, 2026, and December 31, 2025, respectively. Does not include $161.7 million and $9.2 million recorded in Prepaid and other current assets as of September 30, 2026, and December 31, 2025, respectively, related to realized derivatives receivable.
(2)Does not include $12.8 million recorded in Other accrued liabilities as of December 31, 2025, related to realized derivatives payable. There were immaterial realized derivatives payable recorded in Other accrued liabilities as of September 30, 2026.
The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| Statement of Operations Location | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Commodity derivatives | Cost of revenues (excluding depreciation) | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
| Environmental credit derivatives | Cost of revenues (excluding depreciation) | ( | ( | ||||||||||||||||||||||||||
Citi repurchase obligation derivative | Cost of revenues (excluding depreciation) | ||||||||||||||||||||||||||||
Wells Fargo terminal obligation derivative | Cost of revenues (excluding depreciation) | ( | ( | ||||||||||||||||||||||||||
| Interest rate derivatives | Interest expense and financing costs, net | ( | |||||||||||||||||||||||||||
Note 13—Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Gross Environmental Credit Obligations
On August 31, 2026, the U.S. Environmental Protection Agency (“EPA”) announced decisions on small refinery exemptions (“SREs”) for the 2025 compliance year and granted a combination of full and partial relief to certain refineries we own. As a result, a portion of our 2025 renewable volume obligation (“RVO”) was relieved. As of September 30, 2026, the EPA had not made a determination with respect to SREs for the 2026 compliance year. Accordingly, our recorded RVO for the nine months ended September 30, 2026, reflects 100 % of the RVO for the respective period with no assumption of SRE relief.
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PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
Please read “Note 15—Commitments and Contingencies” for further information on the EPA regulations related to greenhouse gases.
Financial Statement Impact
Fair value amounts by hierarchy level as of September 30, 2026, and December 31, 2025, are presented gross in the tables below (in thousands):
| September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Gross Fair Value | Effect of Counter-Party Netting | Net Carrying Value on Balance Sheet (1) | ||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
Commodity and environmental credit derivatives | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Interest rate derivatives | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Commodity and environmental credit derivatives | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
Citi repurchase obligation derivative | |||||||||||||||||||||||||||||||||||
Wells Fargo terminal obligation derivative | ( | ( | ( | ||||||||||||||||||||||||||||||||
Gross environmental credit obligations (2) (3) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total liabilities | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Gross Fair Value | Effect of Counter-Party Netting | Net Carrying Value on Balance Sheet (1) | ||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
Commodity and environmental credit derivatives | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Commodity derivatives | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Citi repurchase obligation derivative | |||||||||||||||||||||||||||||||||||
Wells Fargo terminal obligation derivative | |||||||||||||||||||||||||||||||||||
| Interest rate derivatives | ( | ( | ( | ||||||||||||||||||||||||||||||||
Gross environmental credit obligations (2) (3) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total liabilities | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
_________________________________________________________
(1)Does not include cash collateral of $16.1 million and $7.0 million as of September 30, 2026, and December 31, 2025, respectively, included within Prepaid and other current assets on our condensed consolidated balance sheets.
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PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
(2)Does not include RINs assets and other environmental credits of $356.7 million and $450.7 million presented in Inventories on our condensed consolidated balance sheet and stated at the lower of cost or net realizable value as of September 30, 2026, and December 31, 2025, respectively.
(3)Does not include environmental liabilities of $267.6 million and $356.7 million satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits included in Other accrued liabilities on our condensed consolidated balance sheets as of September 30, 2026, and December 31, 2025, respectively.
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Balance, at beginning of period | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Settlements | |||||||||||||||||||||||
| Balance, at end of period | $ | $ | $ | $ | |||||||||||||||||||
(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, 2026, and December 31, 2025, are as follows (in thousands):
| September 30, 2026 | |||||||||||
| Carrying Value | Fair Value | ||||||||||
ABL Credit Facility due 2031 (1) | $ | $ | |||||||||
Term Loan Credit Agreement due 2030 (2) | |||||||||||
| Senior Notes due 2034 (2) | |||||||||||
Other long-term debt (2) | |||||||||||
| December 31, 2025 | |||||||||||
| Carrying Value | Fair Value | ||||||||||
ABL Credit Facility due 2031 (1) | $ | $ | |||||||||
Term Loan Credit Agreement due 2030 (2) | |||||||||||
| Senior Notes due 2034 (2) | |||||||||||
| Other long-term debt (2) | |||||||||||
_________________________________________________________
(1)The fair value measurements of the ABL Credit Facility due 2031 are considered Level 3 measurements in the fair value hierarchy. The ABL Credit Facility due 2031 amended and restated the prior ABL Credit Facility in its entirety on May 14, 2026. Balances and activity prior to the amendment date reflect the prior ABL Credit Facility.
(2)The fair value measurements of the Term Loan Credit Agreement, Senior Notes due 2034, 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, Senior Notes due 2034, 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 values of our ABL Credit Facility due 2031, Renewables LC Facility Agreement, and Product Financing Agreement were determined to approximate fair value as of September 30, 2026. The fair values 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.
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PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
Note 14—Leases
We have cancellable and non-cancellable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one to 30 years or more. There are no material residual value guarantees associated with any of our leases.
The following table provides information on the amounts (in thousands) of our right-of-use assets (“ROU assets”) and liabilities, weighted-average remaining lease terms, and weighted-average discount rates as of September 30, 2026, and December 31, 2025, and their placement within our condensed consolidated balance sheets:
| Lease type | Balance Sheet Location | September 30, 2026 | December 31, 2025 | |||||||||||||||||
| Assets | ||||||||||||||||||||
| Finance | Property, plant, and equipment | $ | $ | |||||||||||||||||
| Finance | Accumulated amortization | ( | ( | |||||||||||||||||
| Finance | Property, plant, and equipment, net | |||||||||||||||||||
| Operating | Operating lease right-of-use (“ROU”) assets | |||||||||||||||||||
| Total right-of-use assets | $ | $ | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Current | ||||||||||||||||||||
| Finance | Other accrued liabilities | $ | $ | |||||||||||||||||
| Operating | Operating lease liabilities | |||||||||||||||||||
| Long-term | ||||||||||||||||||||
| Finance | Finance lease liabilities | |||||||||||||||||||
| Operating | Operating lease liabilities | |||||||||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||||||||
| Weighted-average remaining lease term (in years) | ||||||||||||||||||||
| Finance | ||||||||||||||||||||
| Operating | ||||||||||||||||||||
| Weighted-average discount rate | ||||||||||||||||||||
| Finance | % | % | ||||||||||||||||||
| Operating | % | % | ||||||||||||||||||
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 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Finance lease cost | ||||||||||||||||||||||||||||||||
| Amortization of finance lease ROU assets | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||||||||||||||||||
| Operating lease cost | ||||||||||||||||||||||||||||||||
| Variable lease cost | ||||||||||||||||||||||||||||||||
| Short-term lease cost | ||||||||||||||||||||||||||||||||
| Net lease cost | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||
_________________________________________________________
(1)The majority of our lessor income comes from leases with lease terms of one year or less, and the estimated future
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PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
undiscounted cash flows from lessor income are not expected to be material.
The following table summarizes the supplemental cash flow information related to leases (in thousands):
| Nine Months Ended September 30, | ||||||||||||||||||||
| Lease type | 2026 | 2025 | ||||||||||||||||||
| Cash paid for amounts included in the measurement of liabilities | ||||||||||||||||||||
| Financing cash flows from finance leases | $ | $ | ||||||||||||||||||
| Operating cash flows from finance leases | ||||||||||||||||||||
| Operating cash flows from operating leases | ||||||||||||||||||||
| Non-cash supplemental amounts | ||||||||||||||||||||
| ROU assets obtained in exchange for new finance lease liabilities | ||||||||||||||||||||
| ROU assets obtained in exchange for new operating lease liabilities | ||||||||||||||||||||
| ROU assets terminated in exchange for release from operating lease liabilities | ||||||||||||||||||||
The table below includes the estimated future undiscounted cash flows for finance and operating leases as of September 30, 2026 (in thousands):
| For the year ending December 31, | Finance leases | Operating leases | Total | |||||||||||||||||
| 2026 (1) | $ | $ | $ | |||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| 2030 | ||||||||||||||||||||
| 2031 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total lease payments | ||||||||||||||||||||
| Less amount representing interest | ( | ( | ( | |||||||||||||||||
| Present value of lease liabilities | $ | $ | $ | |||||||||||||||||
_________________________________________________________
(1)Represents the period from October 1, 2026, to December 31, 2026.
Additionally, we have no
Note 15—Commitments and Contingencies
In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows.
Tax and Related Matters
From time to time, Par Hawaii Refining, LLC (“PHR”) has appealed various tax assessments related to its land, buildings, and fuel storage tanks, and is currently appealing the City of Honolulu’s property tax assessments for tax years 2023, 2024, 2025, and 2026. During the first quarter of 2022, we received a tax assessment in the amount of $1.4 million from the Washington Department of Revenue related to its audit of certain taxes allegedly payable on certain sales of raw vacuum gas oil between 2014 and 2016. We appealed in November 2022. On September 26, 2025, the Thurston County Superior Court dismissed our refund claim. We have appealed to the Washington Court of Appeals. Additionally, by opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in the Hawaii foreign trade zone from certain state taxes. We and other similarly situated state taxpayers who had previously claimed such exemptions, certain of which we are contractually obligated to indemnify, are currently being audited for such prior tax periods. Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, in camera and under seal in the First Circuit Court of the State of Hawaii alleging that PHR, Par Pacific Holdings, Inc., and certain unnamed defendants
22
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking unspecified damages, penalties, interest, and injunctive relief. We dispute the allegations in the complaint and intend to vigorously defend ourselves in such proceeding.
Environmental Matters
Like other petroleum refiners, our operations are subject to extensive and periodically changing federal, state, and local environmental laws and regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent, and the cost of compliance can be expected to increase over time. The EPA also regularly conducts compliance inspections related to these regulations.
Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows.
Hawaii Consent Decree
On July 18, 2016, PHR and subsidiaries of Tesoro Corporation (“Tesoro”) entered into a consent decree with the EPA, the U.S. Department of Justice, and other state governmental authorities concerning alleged violations of the federal Clean Air Act (“CAA”) related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates (“Consent Decree”), including our refinery in Kapolei, Hawaii, that we acquired from Tesoro in 2013. On September 29, 2023, we received a letter from the EPA related to the alleged violation of certain air emissions limits, controls, monitoring, and repair requirements under the Consent Decree and the CAA. We are unable to predict the cost to resolve these alleged violations, but resolution will likely involve financial penalties or 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, 2026, we had accrued $15.8 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder over approximately 25 years.
Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years, including remediation of soil in the impoundments to increase capacity and bring them to a usable state. Current information we have received suggests costs to complete these projects could be material.
Finally, among the various historic consent decrees, orders, and settlement agreements into which Wyoming Refining has entered, there are several penalty orders associated with exceedances of permitted limits by the Wyoming refinery’s wastewater discharges. Although the frequency of these exceedances has declined over time, Wyoming Refining may become subject to new penalty enforcement action in the next several years, which could involve penalties in excess of $300,000 .
Regulation of Greenhouse Gases
Under the Energy Independence and Security Act (the “EISA”), the Renewable Fuel Standard (the “RFS”) requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply. Over time, higher annual RFS requirements have the potential to reduce demand for our refined transportation fuel products. The RFS enables the EPA to exempt certain small refineries from the renewable fuels blending requirements in the event such requirements would cause disproportionate economic hardship to such refineries. On March 27, 2026, the EPA announced a final rule to establish required RFS volumes and percentage standards for 2026 and 2027, which include a 70% reallocation of SREs granted for the 2023–2025 compliance years. This final rule also partially waives the 2025 biofuel volume requirement and revises the associated percentage standard.
23
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
On August 31, 2026, the EPA also announced decisions on various SRE petitions for the 2025 compliance year and granted full and partial relief to certain refineries we own. As a result, a portion of our 2025 RVO was relieved, and we recorded a corresponding gain of $142.4
Other
The Climate Commitment Act (“Washington CCA”) was established in 2021 and took effect January 1, 2023. The Washington CCA established a cap-and-invest program designed to significantly reduce greenhouse gas emissions. We purchase emission allowances and compliance credits or allowances at state auctions and on the open market to meet our obligations under the Washington CCA, and include the costs in the price of our products.
We assumed certain environmental liabilities as part of our purchase of the Montana refinery, including costs related to hazardous waste corrective measures and ground and surface water sampling and monitoring. Based on current information, reasonable estimates we received suggest the aggregate amount of these liabilities to be approximately $8.6 million. We expect to incur these costs over a 17 to 27 year period. On December 17, 2025, Exxon Mobil Corporation filed a complaint against Par Montana, LLC, and several other parties to recover alleged cleanup costs at the Yale Oil site in Billings, Montana. However, at this time, we do not believe that we have any material liability associated with any Superfund site, including the Yale Oil site.
On November 6, 2025, Pacific Current, LLC, formerly the owner of the Hamakua power plant, filed a complaint against PHR and another company. The complaint claims that PHR manufactured and sold defective naphtha fuel to a third party that resold the fuel to Pacific Current, allegedly causing significant damage to the plant. We dispute the allegations and do not presently believe the outcome will have a material impact on our financial condition, results of operations, or cash flows.
During the third quarter of 2026, the Company was named in purported employment class action lawsuits in the State of Washington alleging various wage and hour and statutory labor and employment-related violations. We dispute the allegations in the complaints and intend to vigorously defend ourselves in the legal proceedings.
Note 16—Stockholders’ Equity
Share Repurchase Program
On February 20, 2026, our Board of Directors (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, 2026, 0.1 million and 0.9 million shares were repurchased under this share repurchase program for $10.0 million and $38.3 million, respectively. The repurchased shares were retired by the Company upon receipt. During the three and nine months ended September 30, 2025, 0.5 million and 5.7 million shares were repurchased under the prior share repurchase program for $16.4 million and $95.8 million, respectively. As of September 30, 2026, there was $238.3 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 Par Pacific Holdings, Inc. 2012 and 2026 Long-Term Incentive Plans and Stock Purchase Plans (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Restricted Stock Awards | $ | $ | $ | $ | |||||||||||||||||||
| Restricted Stock Units | |||||||||||||||||||||||
| Stock Option Awards | |||||||||||||||||||||||
During the three and nine months ended September 30, 2026, we granted 32 thousand and 327 thousand shares of restricted stock and restricted stock units with a fair value of approximately $2.4 million and $15.0 million, respectively. As of September 30, 2026, there was approximately $18.3 million of total unrecognized compensation costs related to restricted stock
24
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.5 years.
During the three and nine months ended September 30, 2026, we granted no 3.4 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 2.6 years.
During the nine months ended September 30, 2026, we granted 98 thousand performance restricted stock units to executive officers; no grants were made during the three months ended September 30, 2026. These performance restricted stock units had a fair value of approximately $4.2 million and are subject to certain annual performance targets based on three-year performance periods as defined by our Board. As of September 30, 2026, there was approximately $5.2 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.
We paid $18.2 million during the nine months ended September 30, 2026, and $2.1 no payments related to stock option exercises.
Note 17—Income (Loss) per Share
The following table sets forth the computation of basic and diluted income (loss) per share attributable to Par Pacific stockholders (in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
Less: Net income (loss) attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Net income attributable to Par Pacific stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Numerator for diluted income attributable to Par Pacific stockholders per common share | $ | $ | $ | $ | |||||||||||||||||||
| Basic weighted-average common stock shares outstanding | |||||||||||||||||||||||
Plus: dilutive effects of common stock equivalents | |||||||||||||||||||||||
| Diluted weighted-average common stock shares outstanding | |||||||||||||||||||||||
| Basic income attributable to Par Pacific stockholders per common share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted income attributable to Par Pacific stockholders per common share | $ | $ | $ | $ | |||||||||||||||||||
Diluted income attributable to Par Pacific stockholders per common share excludes the following equity instruments because their effect would be anti-dilutive: | |||||||||||||||||||||||
| Shares of unvested restricted stock | |||||||||||||||||||||||
| Shares of stock options | |||||||||||||||||||||||
Note 18—Income Taxes
Our income tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter.
For the three and nine months ended September 30, 2026, our effective tax rate differed from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for officers’ compensation and equity method investments.
25
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
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.
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 net operating loss (“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. We expect to begin paying federal income tax in 2026 as our NOL carryforwards will be fully utilized.
Note 19—Segment Information
During the third quarter of 2026, we began presenting Renewables as a separate reportable segment, reflecting our continued investment in and development of our renewable fuels operations. Our chief operating decision maker (“CODM”) reviews discrete financial information for these operations to assess performance and allocate resources. Although the segment does not meet the quantitative thresholds under ASC 280, management has elected separate presentation because it believes the information is useful to investors. As such, we report the results for the following five reportable segments: (i) Refining, (ii) Retail, (iii) Logistics, (iv) Renewables, and (v) Corporate and Other. Segment asset information is not provided to our CODM.
26
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
Summarized financial information concerning reportable segments consists of the following (in thousands). For comparative purposes, previously reported 2026 interim periods have been recast to align with our current segment presentation. In 2025, an immaterial amount of Renewables costs was included in the Refining segment. As such, the 2025 comparative periods were not recast.
| Three Months Ended September 30, 2026 | Refining | Logistics | Retail | Renewables | Corporate, Eliminations and Other (1) | Total | ||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||
Fuel revenue | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
Other revenue | ( | |||||||||||||||||||||||||||||||||||||
Total revenues | ( | |||||||||||||||||||||||||||||||||||||
Cost of revenues (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||
| Refining intercompany logistics costs | ( | |||||||||||||||||||||||||||||||||||||
| Other cost of revenues (excluding depreciation) | ( | |||||||||||||||||||||||||||||||||||||
Total cost of revenues (excluding depreciation) | ( | |||||||||||||||||||||||||||||||||||||
Operating expense (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| General and administrative expense (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||
| Equity loss (earnings) from refining and logistics investments | ( | |||||||||||||||||||||||||||||||||||||
| Acquisition and integration costs | ||||||||||||||||||||||||||||||||||||||
| Par West redevelopment and other costs | ||||||||||||||||||||||||||||||||||||||
| Other operating loss (gain), net | ( | |||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Interest expense and financing costs, net | ( | |||||||||||||||||||||||||||||||||||||
| Debt extinguishment and commitment costs | ||||||||||||||||||||||||||||||||||||||
| Other expense, net | ( | |||||||||||||||||||||||||||||||||||||
| Equity losses from Laramie Energy, LLC | ( | |||||||||||||||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||||||||||||||
| Income tax expense | ( | |||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | ||||||||||||||||||||||||||||||||||||||
| Net income attributable to Par Pacific stockholders | $ | |||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
27
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
| Three Months Ended September 30, 2025 | Refining | Logistics | Retail | Corporate, Eliminations and Other (1) | Total | |||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||
| Fuel revenue | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Other revenue | ( | |||||||||||||||||||||||||||||||||||||
| Total revenues | ( | |||||||||||||||||||||||||||||||||||||
| Cost of revenues (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||
| Refining intercompany logistics costs | ( | |||||||||||||||||||||||||||||||||||||
| Other cost of revenues (excluding depreciation) | ( | |||||||||||||||||||||||||||||||||||||
| Total cost of revenues (excluding depreciation) | ( | |||||||||||||||||||||||||||||||||||||
| Operating expense (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| General and administrative expense (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||
| Equity earnings from refining and logistics investments | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Acquisition and integration costs | ||||||||||||||||||||||||||||||||||||||
| Par West redevelopment and other costs | ||||||||||||||||||||||||||||||||||||||
| Other operating loss (gain), net | ( | ( | ||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Interest expense and financing costs, net | ( | |||||||||||||||||||||||||||||||||||||
| Other expense, net | ( | |||||||||||||||||||||||||||||||||||||
| Equity earnings from Laramie Energy, LLC | ||||||||||||||||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||||||||||||||
| Income tax expense | ( | |||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | ||||||||||||||||||||||||||||||||||||||
| Net income attributable to Par Pacific stockholders | $ | |||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
________________________________________________________
(1)Includes eliminations of intersegment revenues and cost of revenues of $249.4 million and $164.1 million for the three months ended September 30, 2026 and 2025, respectively.
28
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
| Nine Months Ended September 30, 2026 | Refining | Logistics | Retail | Renewables | Corporate, Eliminations and Other (1) | Total | ||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||
| Fuel revenue | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Other revenue | ( | |||||||||||||||||||||||||||||||||||||
Total revenues | ( | |||||||||||||||||||||||||||||||||||||
Cost of revenues (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||
| Refining intercompany logistics costs | ( | |||||||||||||||||||||||||||||||||||||
| Other cost of revenues (excluding depreciation) | ( | |||||||||||||||||||||||||||||||||||||
| Total cost of revenues (excluding depreciation) | ( | |||||||||||||||||||||||||||||||||||||
Operating expense (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| General and administrative expense (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||
| Equity loss (earnings) from refining and logistics investments | ( | ( | ||||||||||||||||||||||||||||||||||||
| Acquisition and integration costs | ||||||||||||||||||||||||||||||||||||||
| Par West redevelopment and other costs | ||||||||||||||||||||||||||||||||||||||
| Other operating loss, net | ||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
| Interest expense and financing costs, net | ( | |||||||||||||||||||||||||||||||||||||
| Debt extinguishment and commitment costs | ( | |||||||||||||||||||||||||||||||||||||
| Other expense, net | ( | |||||||||||||||||||||||||||||||||||||
| Equity earnings from Laramie Energy, LLC | ||||||||||||||||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||||||||||||||
| Income tax expense | ( | |||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | ( | |||||||||||||||||||||||||||||||||||||
| Net income attributable to Par Pacific stockholders | $ | |||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
29
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended September 30, 2026 and 2025
| Nine Months Ended September 30, 2025 | Refining | Logistics | Retail | Corporate, Eliminations and Other (1) | Total | |||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||
| Fuel revenue | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Other revenue | ( | |||||||||||||||||||||||||||||||||||||
| Total revenues | ( | |||||||||||||||||||||||||||||||||||||
| Cost of revenues (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||
| Refining intercompany logistics costs | ( | |||||||||||||||||||||||||||||||||||||
| Other cost of revenues (excluding depreciation) | ( | |||||||||||||||||||||||||||||||||||||
| Total cost of revenues (excluding depreciation) | ( | |||||||||||||||||||||||||||||||||||||
| Operating expense (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| General and administrative expense (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||
| Equity earnings from refining and logistics investments | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Acquisition and integration costs | ||||||||||||||||||||||||||||||||||||||
| Par West redevelopment and other costs | ||||||||||||||||||||||||||||||||||||||
| Other operating loss (gain), net | ( | ( | ||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Interest expense and financing costs, net | ( | |||||||||||||||||||||||||||||||||||||
| Debt extinguishment and commitment costs | ( | |||||||||||||||||||||||||||||||||||||
| Other expense, net | ( | |||||||||||||||||||||||||||||||||||||
| Equity earnings from Laramie Energy, LLC | ||||||||||||||||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||||||||||||||
| Income tax expense | ( | |||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | ||||||||||||||||||||||||||||||||||||||
| Net income attributable to Par Pacific stockholders | $ | |||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
________________________________________________________
(1)Includes eliminations of intersegment revenues and cost of revenues of $606.0 million and $465.8 million for the nine months ended September 30, 2026 and 2025, respectively.
30
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a growing energy company based in Houston, Texas, that provides both renewable and conventional fuels to the western United States. For more information, please read “Note 1—Overview” to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. The following should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Recent Events Affecting Comparability of Periods
Operational Update
During the third quarter of 2026, we began presenting Renewables as a separate reportable segment, reflecting our continued investment in and development of our renewable fuels operations. For comparative purposes, 2026 periods have been recast to align with our current segment presentation.
On August 25, 2026, Laramie Energy entered into a definitive agreement to sell substantially all of its oil and gas assets to a third party. We expect to receive approximately $148 million in proceeds, including $120 million at closing and $27.5 million on the fifth anniversary of the closing date. We are also eligible to receive additional earn-out payments of up to approximately $30 million. The transaction is expected to close by the end of 2026, subject to regulatory approvals and customary closing conditions.
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 in 2025 impacted comparability between the nine months ended September 30, 2026, and September 30, 2025.
Small Refinery Exemption
On August 31, 2026, the EPA granted a combination of full (100%) and partial (50%) SREs from the RFS program for the 2025 compliance year to our mainland refineries. As a result, a portion of our 2025 RVO was relieved, and we recorded a corresponding gain of $142.4 million within Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations for the three and nine months ended September 30, 2026. This resulted in gains of $187.2 million in Adjusted Net Income attributable to Par Pacific stockholders and $222.0 million in Adjusted EBITDA for both the three and nine months ended September 30, 2026. As of September 30, 2026, the EPA had not made a determination with respect to SREs for the 2026 compliance year. Accordingly, our recorded RVO for the nine months ended September 30, 2026, reflects 100% of the RVO for the respective period with no assumption of SRE relief.
Economic Update
Geopolitical tensions in the Middle East and Red Sea region continued in 2026, placing upward pressure on prices during the three and nine months ended September 30, 2026. The Strait of Hormuz effectively closed in early March 2026, which has disrupted global trade patterns and increased crude oil price volatility worldwide. Crude oil prices increased during the three and nine months ended September 30, 2026, compared to the three and nine months ended September 30, 2025. Brent crude oil prices increased sharply late in the first quarter and remained elevated through the third quarter of 2026, reflecting constrained supply and steady demand. Brent prices averaged $91.29 and $88.83 per barrel for the three and nine months ended September 30, 2026, respectively, compared to $68.17 and $69.93 per barrel during the three and nine months ended September 30, 2025, respectively. Average U.S. retail gasoline prices increased to $3.95 per gallon during the nine months ended September 30, 2026, compared to $3.26 per gallon during the nine months ended September 30, 2025. On August 2, 2026, OPEC agreed to increase output by 188,000 barrels per day beginning in September 2026. The overall energy price index increased 20.4%, and the total consumer price index increased 3.7% year over year as of September 30, 2026.
Please read “Item 1A. — Risk Factors” below and in our Annual Report on Form 10-K for the year ended December 31, 2025, for further information.
31
Employee Update
The labor contracts with our United Steelworkers-represented employees for our Hawaii and Tacoma refineries were signed on June 30, 2026, and June 9, 2026, respectively, and expire on January 31, 2030. Additionally, on May 4, 2026, our Rocky Mountain Union was deemed defunct, and the formerly represented employees are no longer represented by a collective bargaining agreement.
Results of Operations
Three months ended September 30, 2026, compared to the three months ended September 30, 2025
Net Income Attributable to Par Pacific Stockholders. Our financial results for the third quarter of 2026 improved from net income attributable to Par Pacific stockholders of $262.6 million for the three months ended September 30, 2025, to $353.3 million for the three months ended September 30, 2026. The $90.7 million increase was primarily driven by a $113.6 million increase in our refining segment operating income and a $14.3 million decrease in Interest expense and financing costs, net, partially offset by a $27.3 million increase in income tax expense and an $8.4 million reduction in the equity earnings from our investment in Laramie Energy. Please read the discussions of segment and consolidated results below for additional information.
Adjusted EBITDA and Adjusted Net Income Attributable to Par Pacific Stockholders. For the three months ended September 30, 2026, Adjusted EBITDA was $646.0 million compared to $372.5 million for the three months ended September 30, 2025. The $273.5 million increase was primarily due to a $302.1 million increase in refining segment Adjusted Gross Margin, partially offset by a $26.0 million increase in operating expenses, excluding severance.
For the three months ended September 30, 2026, Adjusted Net Income attributable to Par Pacific stockholders was $531.5 million compared to $302.6 million for the three months ended September 30, 2025. The $228.9 million increase was primarily related to the factors described above for the increase in Adjusted EBITDA and a $13.2 million decrease in Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain), partially offset by a $55.3 million increase in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items.
Please read “Adjusted Gross Margin by Segment” and “Discussion of Consolidated Results” below for additional information.
Nine months ended September 30, 2026, compared to the nine months ended September 30, 2025
Net Income Attributable to Par Pacific Stockholders. Our financial results improved from net income attributable to Par Pacific stockholders of $0.3 billion for the nine months ended September 30, 2025, to $0.9 billion for the nine months ended September 30, 2026. The $0.6 billion increase was driven by a $0.8 billion increase in refining segment operating income, partially offset by a $0.2 billion increase in income tax expense. Please read the discussions of segment and consolidated results below for additional information.
Adjusted EBITDA and Adjusted Net Income Attributable to Par Pacific Stockholders. For the nine months ended September 30, 2026, Adjusted EBITDA was $1.3 billion compared to $0.5 billion for the nine months ended September 30, 2025. The $0.8 billion increase was primarily due to a $0.8 billion increase in our refining segment Adjusted Gross Margin. Please read “Adjusted Gross Margin by Segment” and “Discussion of Consolidated Results” below for additional information.
For the nine months ended September 30, 2026, Adjusted Net Income attributable to Par Pacific stockholders was $1.1 billion compared to $0.3 billion for the nine months ended September 30, 2025. The $0.8 billion increase was primarily related to the same factors described above for the increase in Adjusted EBITDA, partially offset by a $0.1 billion increase in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items.
32
The following tables summarize our consolidated results of operations for the three and nine months ended September 30, 2026, compared to the three and nine months ended September 30, 2025 (in thousands).
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 3,052,435 | $ | 2,012,936 | $ | 1,039,499 | 52% | ||||||||||||||||
| Cost of revenues (excluding depreciation) | 2,337,149 | 1,453,697 | 883,452 | 61% | |||||||||||||||||||
| Operating expense (excluding depreciation) | 166,110 | 140,029 | 26,081 | 19% | |||||||||||||||||||
| Depreciation and amortization | 39,018 | 36,284 | 2,734 | 8% | |||||||||||||||||||
| General and administrative expense (excluding depreciation) | 26,651 | 24,242 | 2,409 | 10% | |||||||||||||||||||
| Equity (earnings) losses from refining and logistics investments | 7,552 | (6,353) | 13,905 | 219% | |||||||||||||||||||
| Acquisition and integration costs | — | 1,973 | (1,973) | (100)% | |||||||||||||||||||
| Par West redevelopment and other costs | 3,377 | 4,525 | (1,148) | (25)% | |||||||||||||||||||
| Other operating loss, net | 438 | 23 | 415 | 1,804% | |||||||||||||||||||
| Total operating expenses | 2,580,295 | 1,654,420 | |||||||||||||||||||||
| Operating income | 472,140 | 358,516 | |||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense and financing costs, net | (6,967) | (21,272) | 14,305 | (67)% | |||||||||||||||||||
| Debt extinguishment and commitment costs | 128 | — | 128 | NM (1) | |||||||||||||||||||
| Other expense, net | (158) | (109) | (49) | 45% | |||||||||||||||||||
| Equity earnings (losses) from Laramie Energy, LLC | (239) | 8,202 | (8,441) | (103)% | |||||||||||||||||||
| Total other expense, net | (7,236) | (13,179) | |||||||||||||||||||||
| Income before income taxes | 464,904 | 345,337 | |||||||||||||||||||||
| Income tax expense | (109,960) | (82,706) | (27,254) | 33% | |||||||||||||||||||
| Net income | 354,944 | 262,631 | |||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Net income attributable to noncontrolling interest | 1,634 | — | 1,634 | NM (1) | |||||||||||||||||||
| Net income attributable to Par Pacific stockholders | $ | 353,310 | $ | 262,631 | |||||||||||||||||||
________________________________________________________
(1)NM - Not meaningful
33
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 7,845,054 | $ | 5,651,410 | $ | 2,193,644 | 39% | ||||||||||||||||
| Cost of revenues (excluding depreciation) | 6,011,842 | 4,606,536 | 1,405,306 | 31% | |||||||||||||||||||
| Operating expense (excluding depreciation) | 465,750 | 432,863 | 32,887 | 8% | |||||||||||||||||||
| Depreciation and amortization | 109,932 | 107,582 | 2,350 | 2% | |||||||||||||||||||
| General and administrative expense (excluding depreciation) | 79,573 | 72,133 | 7,440 | 10% | |||||||||||||||||||
| Equity (earnings) losses from refining and logistics investments | (5,745) | (21,172) | 15,427 | 73% | |||||||||||||||||||
| Acquisition and integration costs | 64 | 1,973 | (1,909) | (97)% | |||||||||||||||||||
| Par West redevelopment and other costs | 10,038 | 13,197 | (3,159) | (24)% | |||||||||||||||||||
| Other operating loss (gain), net | 1,585 | (1,202) | 2,787 | 232% | |||||||||||||||||||
| Total operating expenses | 6,673,039 | 5,211,910 | |||||||||||||||||||||
| Operating income | 1,172,015 | 439,500 | |||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense and financing costs, net | (37,169) | (65,226) | 28,057 | (43)% | |||||||||||||||||||
| Debt extinguishment and commitment costs | (11,395) | (25) | (11,370) | 45,480% | |||||||||||||||||||
| Other expense, net | (343) | (643) | 300 | (47)% | |||||||||||||||||||
| Equity earnings from Laramie Energy, LLC | 7,274 | 10,784 | (3,510) | (33)% | |||||||||||||||||||
| Total other expense, net | (41,633) | (55,110) | |||||||||||||||||||||
| Income before income taxes | 1,130,382 | 384,390 | |||||||||||||||||||||
| Income tax expense | (266,346) | (92,699) | (173,647) | 187% | |||||||||||||||||||
| Net income | 864,036 | 291,691 | |||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | (5,855) | — | (5,855) | NM (1) | |||||||||||||||||||
| Net income attributable to Par Pacific stockholders | $ | 869,891 | $ | 291,691 | |||||||||||||||||||
________________________________________________________
(1)NM - Not meaningful
The following tables summarize our operating income (loss) by segment for the three and nine months ended September 30, 2026 and 2025 (in thousands). For comparative purposes, previously reported 2026 interim periods have been
34
recast to align with our current segment presentation. In 2025, an immaterial amount of Renewables costs was included in the Refining segment. As such, the 2025 comparative periods were not recast.
| Three Months Ended September 30, 2026 | Refining | Logistics (1) | Retail | Renewables | Corporate, Eliminations and Other (2) | Total | ||||||||||||||||||||||||||||||||
| Revenues | $ | 2,976,657 | $ | 83,850 | $ | 191,779 | $ | 49,174 | $ | (249,025) | $ | 3,052,435 | ||||||||||||||||||||||||||
| Cost of revenues (excluding depreciation) | 2,351,269 | 51,058 | 149,415 | 34,763 | (249,356) | 2,337,149 | ||||||||||||||||||||||||||||||||
| Operating expense (excluding depreciation) | 134,439 | 5,166 | 23,759 | 2,746 | — | 166,110 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 26,301 | 6,175 | 2,642 | 3,008 | 892 | 39,018 | ||||||||||||||||||||||||||||||||
| General and administrative expense (excluding depreciation) | — | — | — | — | 26,651 | 26,651 | ||||||||||||||||||||||||||||||||
| Equity loss (earnings) from refining and logistics investments | 9,671 | (2,119) | — | — | — | 7,552 | ||||||||||||||||||||||||||||||||
| Acquisition and integration costs | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Par West redevelopment and other costs | — | — | — | — | 3,377 | 3,377 | ||||||||||||||||||||||||||||||||
| Other operating loss (gain), net | 528 | (90) | — | — | — | 438 | ||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 454,449 | $ | 23,660 | $ | 15,963 | $ | 8,657 | $ | (30,589) | $ | 472,140 | ||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Refining | Logistics (1) | Retail | Corporate, Eliminations and Other (2) | Total | |||||||||||||||||||||||||||||||||
| Revenues | $ | 1,945,370 | $ | 80,310 | $ | 151,330 | $ | (164,074) | $ | 2,012,936 | ||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||||
| Other operating loss (gain), net | (10) | (1) | 34 | — | 23 | |||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 340,769 | $ | 30,187 | $ | 19,093 | $ | (31,533) | $ | 358,516 | ||||||||||||||||||||||||||||
________________________________________________________
(1)Our logistics operations consist primarily of intercompany transactions that eliminate on a consolidated basis.
(2)Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $249.4 million and $164.1 million for the three months ended September 30, 2026 and 2025, respectively.
35
| Nine Months Ended September 30, 2026 | Refining | Logistics (1) | Retail | Renewables | Corporate, Eliminations and Other (2) | Total | ||||||||||||||||||||||||||||||||
| Revenues | $ | 7,628,805 | $ | 240,280 | $ | 506,412 | $ | 74,635 | $ | (605,078) | $ | 7,845,054 | ||||||||||||||||||||||||||
| Cost of revenues (excluding depreciation) | 6,006,281 | 142,372 | 387,182 | 81,966 | (605,959) | 6,011,842 | ||||||||||||||||||||||||||||||||
| Operating expense (excluding depreciation) | 374,199 | 16,320 | 67,873 | 7,358 | — | 465,750 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 75,937 | 18,117 | 7,836 | 5,445 | 2,597 | 109,932 | ||||||||||||||||||||||||||||||||
| General and administrative expense (excluding depreciation) | — | — | — | — | 79,573 | 79,573 | ||||||||||||||||||||||||||||||||
| Equity loss (earnings) from refining and logistics investments | 1,518 | (7,263) | — | — | — | (5,745) | ||||||||||||||||||||||||||||||||
| Acquisition and integration costs | — | — | — | — | 64 | 64 | ||||||||||||||||||||||||||||||||
| Par West redevelopment and other costs | — | — | — | — | 10,038 | 10,038 | ||||||||||||||||||||||||||||||||
| Other operating loss, net | 1,398 | 35 | — | — | 152 | 1,585 | ||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 1,169,472 | $ | 70,699 | $ | 43,521 | $ | (20,134) | $ | (91,543) | $ | 1,172,015 | ||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Refining | Logistics (1) | Retail | Corporate, Eliminations and Other (2) | Total | |||||||||||||||||||||||||||||||||
| Revenues | $ | 5,458,008 | $ | 224,730 | $ | 434,447 | $ | (465,775) | $ | 5,651,410 | ||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||||
| Other operating loss (gain), net | 181 | (1,418) | 35 | — | (1,202) | |||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 397,368 | $ | 75,817 | $ | 55,847 | $ | (89,532) | $ | 439,500 | ||||||||||||||||||||||||||||
________________________________________________________
(1)Our logistics operations consist primarily of intercompany transactions that eliminate on a consolidated basis.
(2)Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $606.0 million and $465.8 million for the nine months ended September 30, 2026 and 2025, respectively.
36
Below is a summary of key operating statistics for the refining and renewables segments for the three and nine months ended September 30, 2026 and 2025. For comparative purposes, previously reported 2026 interim periods have been recast to align with our current segment presentation.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Total Refining Segment | |||||||||||||||||||||||
Feedstocks Throughput (Mbpd) | 174.2 | 197.7 | 179.8 | 186.9 | |||||||||||||||||||
Refined product sales volume (Mbpd) | 209.2 | 208.6 | 199.8 | 199.3 | |||||||||||||||||||
| Adjusted Gross Margin per bbl ($/throughput bbl) (1) | $ | 46.95 | $ | 24.76 | $ | 33.10 | $ | 15.41 | |||||||||||||||
| SRE impact | 13.85 | 11.14 | 4.52 | 3.97 | |||||||||||||||||||
| Adjusted Gross Margin excluding SRE impact | 33.10 | 13.62 | 28.58 | 11.44 | |||||||||||||||||||
| Production costs per bbl ($/throughput bbl) | 8.32 | 6.13 | 7.56 | 6.88 | |||||||||||||||||||
| D&A per bbl ($/throughput bbl) | 1.64 | 1.46 | 1.55 | 1.53 | |||||||||||||||||||
| Hawaii Refinery | |||||||||||||||||||||||
| Feedstocks Throughput (Mbpd) | 56.6 | 81.7 | 73.0 | 83.1 | |||||||||||||||||||
| Yield (% of total throughput) | |||||||||||||||||||||||
| Gasoline and gasoline blendstocks | 25.1 | % | 30.2 | % | 27.3 | % | 27.7 | % | |||||||||||||||
| Distillates | 33.7 | % | 39.2 | % | 34.5 | % | 38.2 | % | |||||||||||||||
| Fuel oils | 36.9 | % | 27.5 | % | 33.4 | % | 29.6 | % | |||||||||||||||
| Other products | (2.0) | % | (0.1) | % | 1.1 | % | 1.5 | % | |||||||||||||||
| Total yield | 93.7 | % | 96.8 | % | 96.3 | % | 97.0 | % | |||||||||||||||
| Refined product sales volume (Mbpd) | 86.4 | 87.9 | 87.3 | 88.3 | |||||||||||||||||||
Adjusted Gross Margin per bbl ($/throughput bbl) (1) | $ | 20.69 | $ | 11.40 | $ | 29.89 | $ | 10.18 | |||||||||||||||
| SRE impact | — | — | — | — | |||||||||||||||||||
| Adjusted Gross Margin excluding SRE impact | 20.69 | 11.40 | 29.89 | 10.18 | |||||||||||||||||||
| Production costs per bbl ($/throughput bbl) | 8.45 | 4.66 | 6.02 | 4.53 | |||||||||||||||||||
| D&A per bbl ($/throughput bbl) | 0.85 | 0.28 | 0.42 | 0.25 | |||||||||||||||||||
| Montana Refinery | |||||||||||||||||||||||
Feedstocks Throughput (Mbpd) | 58.4 | 58.3 | 56.0 | 51.5 | |||||||||||||||||||
| Yield (% of total throughput) | |||||||||||||||||||||||
| Gasoline and gasoline blendstocks | 46.6 | % | 51.1 | % | 46.9 | % | 47.5 | % | |||||||||||||||
| Distillates | 34.1 | % | 32.4 | % | 35.2 | % | 31.9 | % | |||||||||||||||
| Asphalt | 14.0 | % | 8.1 | % | 10.5 | % | 10.8 | % | |||||||||||||||
| Other products | 2.8 | % | 4.2 | % | 3.1 | % | 3.9 | % | |||||||||||||||
| Total yield | 97.5 | % | 95.8 | % | 95.7 | % | 94.1 | % | |||||||||||||||
Refined product sales volume (Mbpd) | 60.5 | 54.9 | 55.9 | 52.6 | |||||||||||||||||||
Adjusted Gross Margin per bbl ($/throughput bbl) (1) | $ | 75.92 | $ | 27.41 | $ | 40.68 | $ | 18.50 | |||||||||||||||
| SRE impact | 31.12 | 10.75 | 10.94 | 4.10 | |||||||||||||||||||
| Adjusted Gross Margin excluding SRE impact | 44.80 | 16.66 | 29.74 | 14.40 | |||||||||||||||||||
| Production costs per bbl ($/throughput bbl) | 10.41 | 8.76 | 9.87 | 10.89 | |||||||||||||||||||
| D&A per bbl ($/throughput bbl) | 2.32 | 2.43 | 2.51 | 2.51 | |||||||||||||||||||
37
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Washington Refinery | |||||||||||||||||||||||
| Feedstocks Throughput (Mbpd) | 40.4 | 38.6 | 34.9 | 39.3 | |||||||||||||||||||
| Yield (% of total throughput) | |||||||||||||||||||||||
| Gasoline and gasoline blendstocks | 23.3 | % | 22.1 | % | 23.8 | % | 23.2 | % | |||||||||||||||
| Distillates | 34.2 | % | 34.4 | % | 34.1 | % | 35.2 | % | |||||||||||||||
| Asphalt | 19.9 | % | 21.4 | % | 19.5 | % | 18.6 | % | |||||||||||||||
| Other products | 19.2 | % | 18.9 | % | 19.3 | % | 19.5 | % | |||||||||||||||
| Total yield | 96.6 | % | 96.8 | % | 96.7 | % | 96.5 | % | |||||||||||||||
| Refined product sales volume (Mbpd) | 40.3 | 43.9 | 37.1 | 42.1 | |||||||||||||||||||
Adjusted Gross Margin per bbl ($/throughput bbl) (1) | $ | 35.95 | $ | 32.46 | $ | 23.79 | $ | 15.39 | |||||||||||||||
| SRE impact | 8.66 | 20.96 | 3.38 | 6.94 | |||||||||||||||||||
| Adjusted Gross Margin excluding SRE impact | 27.29 | 11.50 | 20.41 | 8.45 | |||||||||||||||||||
| Production costs per bbl ($/throughput bbl) | 4.68 | 4.31 | 5.12 | 4.07 | |||||||||||||||||||
| D&A per bbl ($/throughput bbl) | 1.47 | 1.94 | 1.79 | 1.95 | |||||||||||||||||||
| Wyoming Refinery | |||||||||||||||||||||||
| Feedstocks Throughput (Mbpd) | 18.8 | 19.1 | 15.9 | 13.0 | |||||||||||||||||||
| Yield (% of total throughput) | |||||||||||||||||||||||
| Gasoline and gasoline blendstocks | 43.4 | % | 44.7 | % | 45.8 | % | 45.4 | % | |||||||||||||||
| Distillates | 47.4 | % | 46.4 | % | 45.5 | % | 46.6 | % | |||||||||||||||
| Fuel oils | 4.8 | % | 4.2 | % | 3.7 | % | 3.6 | % | |||||||||||||||
| Other products | 1.9 | % | 2.1 | % | 2.2 | % | 2.3 | % | |||||||||||||||
| Total yield | 97.5 | % | 97.4 | % | 97.2 | % | 97.9 | % | |||||||||||||||
| Refined product sales volume (Mbpd) | 22.0 | 21.9 | 19.5 | 16.3 | |||||||||||||||||||
Adjusted Gross Margin per bbl ($/throughput bbl) (1) | $ | 64.98 | $ | 58.22 | $ | 44.20 | $ | 38.42 | |||||||||||||||
| SRE impact | 13.07 | 40.12 | 5.21 | 19.86 | |||||||||||||||||||
| Adjusted Gross Margin excluding SRE impact | 51.91 | 18.10 | 38.99 | 18.56 | |||||||||||||||||||
| Production costs per bbl ($/throughput bbl) | 9.27 | 8.11 | 11.81 | 14.52 | |||||||||||||||||||
| D&A per bbl ($/throughput bbl) | 2.27 | 2.61 | 2.80 | 4.51 | |||||||||||||||||||
| Renewables Segment | |||||||||||||||||||||||
| Renewable feedstocks throughput (Mgpd) | 77.7 | — | 43.9 | — | |||||||||||||||||||
| Renewable product sales volume (Mgpd) | 71.9 | — | 25.4 | — | |||||||||||||||||||
| Adjusted Gross Margin per gal ($/sales gal) (2) | $ | 1.19 | $ | — | $ | 0.16 | $ | — | |||||||||||||||
| Production costs per gal ($/sales gal) | 0.42 | — | 1.06 | — | |||||||||||||||||||
| D&A per gal ($/sales gal) | 0.45 | — | 0.79 | — | |||||||||||||||||||
| Production costs per gal ($/throughput gal) | 0.38 | — | 0.61 | — | |||||||||||||||||||
38
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Market Indices (average $ per barrel) | |||||||||||||||||||||||
| Hawaii Index | $ | 38.31 | $ | 10.27 | $ | 38.52 | $ | 9.00 | |||||||||||||||
| Montana Index | 40.30 | 17.99 | 23.77 | 15.16 | |||||||||||||||||||
| Washington Index | 30.68 | 16.66 | 19.80 | 12.11 | |||||||||||||||||||
| Wyoming Index | 49.83 | 19.87 | 32.73 | 20.53 | |||||||||||||||||||
| Combined Index | 38.45 | 14.72 | 30.27 | 11.98 | |||||||||||||||||||
| Market Cracks (average $ per barrel) | |||||||||||||||||||||||
| Singapore 3.1.2 Product Crack | $ | 51.69 | $ | 16.34 | $ | 45.95 | $ | 14.35 | |||||||||||||||
| Montana 6.3.2.1 Product Crack | 53.38 | 30.37 | 35.17 | 25.51 | |||||||||||||||||||
Washington 3.1.1.1 Product Crack | 41.45 | 26.14 | 30.68 | 20.82 | |||||||||||||||||||
Wyoming 2.1.1 Product Crack | 54.40 | 22.22 | 37.92 | 22.22 | |||||||||||||||||||
| Crude Oil Prices (average $ per barrel) | |||||||||||||||||||||||
| Brent | $ | 91.29 | $ | 68.17 | $ | 88.83 | $ | 69.93 | |||||||||||||||
| WTI | 85.68 | 64.97 | 83.73 | 66.67 | |||||||||||||||||||
| ANS (-) Brent | 1.55 | 3.13 | 5.84 | 3.00 | |||||||||||||||||||
| Bakken Guernsey (-) WTI | 2.16 | (1.51) | 2.14 | (1.44) | |||||||||||||||||||
| Bakken Williston (-) WTI | 1.81 | (2.25) | 1.64 | (2.51) | |||||||||||||||||||
| WCS Hardisty (-) WTI | (16.33) | (11.42) | (14.75) | (11.09) | |||||||||||||||||||
| MSW (-) WTI | 0.74 | (3.23) | (0.17) | (3.36) | |||||||||||||||||||
| Syncrude (-) WTI | 9.93 | 0.40 | 6.53 | 0.21 | |||||||||||||||||||
| Brent M1-M3 | 5.05 | 1.24 | 5.24 | 1.29 | |||||||||||||||||||
________________________________________________________
(1)We calculate Adjusted Gross Margin per barrel by dividing Adjusted Gross Margin by total refining throughput. Adjusted Gross Margin for our Washington refinery is determined under the last-in, first-out (“LIFO”) inventory costing method. Adjusted Gross Margin for our other refineries is determined under the first-in, first-out (“FIFO”) inventory costing method. Total Refining Segment Adjusted Gross Margin per barrel is presented net of intercompany profit in inventory of $(0.58) per barrel for the three months ended September 30, 2026, and $(0.24) per barrel and $(0.12) per barrel for the nine months ended September 30, 2026 and 2025, respectively, which represents margin on intercompany sales where the inventory remains on our condensed consolidated balance sheet at period end. Intercompany profit in inventory per barrel for the three months ended September 30, 2025, was immaterial. For the three and nine months ended September 30, 2026, Adjusted Gross Margin per barrel includes the SRE impact related to the 2025 compliance year. For the three and nine months ended September 30, 2025, Adjusted Gross Margin per barrel includes the SRE impact related to the 2019 through 2024 compliance years.
(2)Adjusted Gross Margin for our Renewables segment is determined under the FIFO inventory costing method. Total Renewables segment Adjusted Gross Margin per gallon is presented net of intercompany profit in inventory of $0.14 and $(0.48) per gallon for the three and nine months ended September 30, 2026, respectively. The Renewable Fuels Facility began commercial operations in April 2026.
Below is a summary of key operating statistics for the retail segment for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Retail Segment | |||||||||||||||||||||||
| Retail sales volumes (thousands of gallons) | 33,581 | 31,755 | 92,354 | 92,034 | |||||||||||||||||||
39
Non-GAAP Performance Measures
Management uses certain financial measures and forecasts to evaluate our operating performance and allocate resources that are considered non-GAAP financial measures. The chief operating decision maker (“CODM”) is the Chief Executive Officer (“CEO”), who uses certain non-GAAP financial measures and forecasts to allocate resources and evaluate our operating performance. These measures should not be considered in isolation or as substitutes or alternatives to their most directly comparable GAAP financial measures or any other measure of financial performance or liquidity presented in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures used by other companies since each company may define these terms differently.
We believe Adjusted Gross Margin (as defined below) provides useful information to investors because it eliminates the gross impact of volatile commodity prices and adjusts for certain non-cash items and timing differences created by our inventory financing agreements and lower of cost and net realizable value adjustments to demonstrate the earnings potential of the business before other fixed and variable costs, which are reported separately in Operating expense (excluding depreciation) and Depreciation and amortization. Operating expense includes certain shared costs such as finance, accounting, tax, human resources, information technology, and legal costs that are not directly attributable to specific operating segments. The criteria used to determine the allocation of these expenses generally reflect the time and resources required to provide the applicable service to other internal stakeholders. Remaining expenses are included in the reconciliation of reportable segment Adjusted EBITDA to consolidated pre-tax income (loss) as unallocated corporate general and administrative expenses.
Management, including the CODM, uses Adjusted Gross Margin per barrel to evaluate operating performance and compare profitability to other companies in the industry and to industry benchmarks. We believe Adjusted Net Income (Loss) attributable to Par Pacific stockholders, Adjusted EBITDA (as defined below), and Adjusted EBITDA by segment (as defined below) are useful supplemental financial measures that allow management and investors to assess the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis, the ability of our assets to generate cash to pay interest on our indebtedness, and our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure.
Beginning with the financial results reported for the fourth quarter of 2025, Adjusted Net Income (Loss) attributable to Par Pacific stockholders excludes the portion of non-GAAP adjustments associated with the noncontrolling interest in our joint venture established on October 21, 2025. Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA by segment also exclude other operating gains and losses (which primarily include the impacts of the non-cash remeasurement of our environmental liabilities). This modification improves comparability between periods by excluding non-cash gains and losses that do not reflect ongoing underlying business operations.
Beginning with the financial results reported for the fourth quarter of 2025, Adjusted EBITDA includes the Adjusted Net Income (Loss) attributable to noncontrolling interests associated with our joint venture established on October 21, 2025.
Adjusted Gross Margin
Adjusted Gross Margin is defined as Operating income (loss) excluding:
•operating expense (excluding depreciation);
•depreciation and amortization (“D&A”);
•Par’s portion of interest, taxes, and D&A expense from refining and logistics investments;
•impairment expense;
•other operating (gain) loss, net (which includes the impacts of the non-cash remeasurement of our environmental liabilities);
•Par's portion of accounting policy differences from refining and logistics investments;
•inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
•environmental obligation mark-to-market adjustment (which represents the mark-to-market losses (gains) associated with our net RINs liability and our net obligation associated with the Washington CCA and Clean Fuel Standard); and
•unrealized loss (gain) on derivatives.
40
The following tables present a reconciliation of Adjusted Gross Margin to the most directly comparable GAAP financial measure, Operating income (loss), on a historical basis, for selected segments, for the periods indicated (in thousands). For comparative purposes, previously reported 2026 interim periods have been recast to align with our current segment presentation. In 2025, an immaterial amount of Renewables costs was included in the Refining segment. As such, the 2025 comparative periods were not recast.
| Three months ended September 30, 2026 | Refining | Logistics | Retail | Renewables | ||||||||||||||||||||||
| Operating Income | $ | 454,449 | $ | 23,660 | $ | 15,963 | $ | 8,657 | ||||||||||||||||||
| Operating expense (excluding depreciation) | 134,439 | 5,166 | 23,759 | 2,746 | ||||||||||||||||||||||
| Depreciation, depletion, and amortization | 26,301 | 6,175 | 2,642 | 3,008 | ||||||||||||||||||||||
Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | 684 | 947 | — | — | ||||||||||||||||||||||
| Inventory valuation adjustment | (14,909) | — | — | (7,320) | ||||||||||||||||||||||
| Environmental obligation mark-to-market adjustments | 51,444 | — | — | — | ||||||||||||||||||||||
| Unrealized loss on derivatives | 91,591 | — | — | 748 | ||||||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | 7,898 | — | — | — | ||||||||||||||||||||||
| Other operating loss (gain), net | 528 | (90) | — | — | ||||||||||||||||||||||
| Adjusted Gross Margin (1) | $ | 752,425 | $ | 35,858 | $ | 42,364 | $ | 7,839 | ||||||||||||||||||
| Three months ended September 30, 2025 | Refining | Logistics | Retail | |||||||||||||||||||||||
| Operating Income | $ | 340,769 | $ | 30,187 | $ | 19,093 | ||||||||||||||||||||
| Operating expense (excluding depreciation) | 112,781 | 5,684 | 21,564 | |||||||||||||||||||||||
| Depreciation, depletion, and amortization | 26,596 | 6,093 | 2,801 | |||||||||||||||||||||||
| Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | 1,078 | 1,032 | — | |||||||||||||||||||||||
| Inventory valuation adjustment | (20,366) | — | — | |||||||||||||||||||||||
| Environmental obligation mark-to-market adjustments | (6,362) | — | — | |||||||||||||||||||||||
| Unrealized gain on derivatives | (3,645) | — | — | |||||||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | (526) | — | — | |||||||||||||||||||||||
| Other operating loss (gain), net | (10) | (1) | 34 | |||||||||||||||||||||||
| Adjusted Gross Margin (1) | $ | 450,315 | $ | 42,995 | $ | 43,492 | ||||||||||||||||||||
| Nine months ended September 30, 2026 | Refining | Logistics | Retail | Renewables | ||||||||||||||||||||||
| Operating Income (Loss) | $ | 1,169,472 | $ | 70,699 | $ | 43,521 | $ | (20,134) | ||||||||||||||||||
| Operating expense (excluding depreciation) | 374,199 | 16,320 | 67,873 | 7,358 | ||||||||||||||||||||||
| Depreciation, depletion, and amortization | 75,937 | 18,117 | 7,836 | 5,445 | ||||||||||||||||||||||
| Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | 2,295 | 3,199 | — | — | ||||||||||||||||||||||
| Inventory valuation adjustment | (126,977) | — | — | 7,818 | ||||||||||||||||||||||
| Environmental obligation mark-to-market adjustments | (19,307) | — | — | — | ||||||||||||||||||||||
| Unrealized loss on derivatives | 140,309 | — | — | 651 | ||||||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | 7,303 | — | — | — | ||||||||||||||||||||||
| Other operating loss, net | 1,398 | 35 | — | — | ||||||||||||||||||||||
| Adjusted Gross Margin (1) | $ | 1,624,629 | $ | 108,370 | $ | 119,230 | $ | 1,138 | ||||||||||||||||||
41
| Nine months ended September 30, 2025 | Refining | Logistics | Retail | |||||||||||||||||||||||
| Operating Income | $ | 397,368 | $ | 75,817 | $ | 55,847 | ||||||||||||||||||||
| Operating expense (excluding depreciation) | 354,998 | 14,846 | 63,019 | |||||||||||||||||||||||
| Depreciation, depletion, and amortization | 77,912 | 19,442 | 7,973 | |||||||||||||||||||||||
| Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | 3,434 | 2,749 | — | |||||||||||||||||||||||
| Inventory valuation adjustment | (3,523) | — | — | |||||||||||||||||||||||
| Environmental obligation mark-to-market adjustments | (48) | — | — | |||||||||||||||||||||||
| Unrealized gain on derivatives | (41,902) | — | — | |||||||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | (1,997) | — | — | |||||||||||||||||||||||
| Other operating loss (gain), net | 181 | (1,418) | 35 | |||||||||||||||||||||||
| Adjusted Gross Margin (1) | $ | 786,423 | $ | 111,436 | $ | 126,874 | ||||||||||||||||||||
____________________________________________________________________________
(1)For the three and nine months ended September 30, 2026 and 2025, there was no impairment expense in Operating income.
Adjusted Net Income (Loss) Attributable to Par Pacific Stockholders and Adjusted EBITDA
Adjusted Net Income (Loss) attributable to Par Pacific stockholders is defined as Net income (loss) attributable to Par Pacific stockholders excluding:
•inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
•environmental obligation mark-to-market adjustments (which represent the mark-to-market losses (gains) associated with our RINs and Washington CCA and Clean Fuel Standard);
•unrealized (gain) loss on derivatives;
•acquisition and integration costs;
•redevelopment and other costs related to Par West;
•debt extinguishment and commitment costs;
•increase in (release of) tax valuation allowance and other deferred tax items;
•changes in the value of contingent consideration and common stock warrants;
•severance costs and other non-operating expense (income);
•impairment expense;
•impairment expense associated with our investment in Laramie Energy;
•Par’s share of equity (earnings) losses from Laramie Energy, excluding cash distributions;
•Par’s portion of accounting policy differences from refining and logistics investments;
•other operating (gain) loss, net (which includes the impacts of the non-cash remeasurement of our environmental liabilities); and
•noncontrolling interest impact of non-GAAP adjustments.
Adjusted EBITDA is defined as Adjusted Net Income (Loss) attributable to Par Pacific stockholders plus Adjusted Net Income (Loss) attributable to noncontrolling interests excluding:
•D&A;
•interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain);
•cash distributions from Laramie Energy, to Par;
•Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and
•income tax expense (benefit) excluding the increase in (release of) tax valuation allowance and other deferred tax items.
42
The following table presents a reconciliation of Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income attributable to Par Pacific stockholders, on a historical basis for the periods indicated (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Net income attributable to Par Pacific stockholders | $ | 353,310 | $ | 262,631 | $ | 869,891 | $ | 291,691 | ||||||||||||||||||||||||
| Inventory valuation adjustment | (22,229) | (20,366) | (119,159) | (3,523) | ||||||||||||||||||||||||||||
| Environmental obligation mark-to-market adjustments | 51,444 | (6,362) | (19,307) | (48) | ||||||||||||||||||||||||||||
| Unrealized loss (gain) on derivatives | 91,042 | (3,840) | 139,029 | (41,363) | ||||||||||||||||||||||||||||
| Acquisition and integration costs | — | 1,973 | 64 | 1,973 | ||||||||||||||||||||||||||||
| Par West redevelopment and other costs | 3,377 | 4,525 | 10,038 | 13,197 | ||||||||||||||||||||||||||||
| Debt extinguishment and commitment costs | (128) | — | 11,395 | 25 | ||||||||||||||||||||||||||||
| Changes in valuation allowance and other deferred tax items (1) | 44,657 | 72,688 | 177,625 | 81,267 | ||||||||||||||||||||||||||||
| Severance costs and other non-operating expense (2) | 79 | 58 | 145 | 1,336 | ||||||||||||||||||||||||||||
| Equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions | 239 | (8,202) | (7,274) | (10,784) | ||||||||||||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | 7,898 | (526) | 7,303 | (1,997) | ||||||||||||||||||||||||||||
| Other operating loss (gain), net | 438 | 23 | 1,585 | (1,202) | ||||||||||||||||||||||||||||
| Noncontrolling interest impact of non-GAAP adjustments | 1,368 | — | (2,107) | — | ||||||||||||||||||||||||||||
| Adjusted Net Income attributable to Par Pacific stockholders (3) | 531,495 | 302,602 | 1,069,228 | 330,572 | ||||||||||||||||||||||||||||
| Adjusted Net Income (Loss) attributable to noncontrolling interests (4) | 266 | — | (3,748) | — | ||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization | 39,018 | 36,284 | 109,932 | 107,582 | ||||||||||||||||||||||||||||
| Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) | 8,264 | 21,467 | 39,100 | 64,687 | ||||||||||||||||||||||||||||
| Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | 1,631 | 2,110 | 5,494 | 6,183 | ||||||||||||||||||||||||||||
| Income tax expense | 65,303 | 10,018 | 88,721 | 11,432 | ||||||||||||||||||||||||||||
| Adjusted EBITDA (3) | $ | 645,977 | $ | 372,481 | $ | 1,308,727 | $ | 520,456 | ||||||||||||||||||||||||
________________________________________
(1)For the three and nine months ended September 30, 2026, deferred tax expense (based on the actual year-to-date effective tax rate) was $44.7 million and $177.6 million, respectively, driven by the full utilization of our remaining federal net operating loss during the period. For the three and nine months ended September 30, 2025, we recognized a non-cash deferred tax expense of $72.7 million and $81.3 million, respectively, related to deferred state and federal tax liabilities. This tax expense (benefit) is included in Income tax expense (benefit) on our condensed consolidated statements of operations.
(2)For the nine months ended September 30, 2025, we incurred $0.3 million of stock-based compensation expense associated with equity award modifications.
(3)For the three and nine months ended September 30, 2026 and 2025, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, cash distributions from Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference. Please read the Non-GAAP Performance Measures discussion above for information regarding changes to the components of Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA made during the reporting periods.
(4)Represents the amount necessary to reconcile Adjusted Net Income (Loss) attributable to Par Pacific stockholders to consolidated adjusted net income (loss) used in calculating Adjusted EBITDA. The amount equals net income (loss) attributable to noncontrolling interest minus the noncontrolling interest impact of non-GAAP adjustments.
Adjusted EBITDA by Segment
Adjusted EBITDA by segment is defined as Operating income (loss) excluding:
43
•D&A;
•inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
•environmental obligation mark-to-market adjustments (which represent the mark-to-market losses (gains) associated with our RINs and Washington CCA and Clean Fuel Standard);
•unrealized (gain) loss on derivatives;
•acquisition and integration costs;
•redevelopment and other costs related to Par West;
•severance costs and other non-operating expense (income);
•other operating loss (gain), net (which includes the impacts of the non-cash remeasurement of our environmental liabilities);
•impairment expense;
•Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and
•Par's portion of accounting policy differences from refining and logistics investments.
Adjusted EBITDA by segment also includes Gain on curtailment of pension obligation and Other income (loss), net, which are presented below Operating income (loss) on our condensed consolidated statement of operations.
The following table presents a reconciliation of Adjusted EBITDA by segment to the most directly comparable GAAP financial measure, Operating income (loss) by segment, on a historical basis, for our operating segments for the periods indicated (in thousands). For comparative purposes, previously reported 2026 interim periods have been recast to align with our current segment presentation. In 2025, an immaterial amount of Renewables costs was included in the Refining segment. As such, the 2025 comparative periods were not recast.
| Three months ended September 30, 2026 | Refining | Logistics | Retail | Renewables | Corporate and Other | |||||||||||||||||||||||||||
| Operating income (loss) by segment | $ | 454,449 | $ | 23,660 | $ | 15,963 | $ | 8,657 | $ | (30,589) | ||||||||||||||||||||||
| Depreciation, depletion and amortization | 26,301 | 6,175 | 2,642 | 3,008 | 892 | |||||||||||||||||||||||||||
| Inventory valuation adjustment | (14,909) | — | — | (7,320) | — | |||||||||||||||||||||||||||
| Environmental obligation mark-to-market adjustments | 51,444 | — | — | — | — | |||||||||||||||||||||||||||
| Unrealized loss on commodity derivatives | 91,591 | — | — | 748 | — | |||||||||||||||||||||||||||
| Acquisition and integration costs | — | — | — | — | — | |||||||||||||||||||||||||||
| Par West redevelopment and other costs | — | — | — | — | 3,377 | |||||||||||||||||||||||||||
| Severance costs and other non-operating expense | — | — | — | — | 79 | |||||||||||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | 7,898 | — | — | — | — | |||||||||||||||||||||||||||
| Other operating loss (gain), net | 528 | (90) | — | — | — | |||||||||||||||||||||||||||
| Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | 684 | 947 | — | — | — | |||||||||||||||||||||||||||
| Other expense, net | — | — | — | — | (158) | |||||||||||||||||||||||||||
| Adjusted EBITDA (1) | $ | 617,986 | $ | 30,692 | $ | 18,605 | $ | 5,093 | $ | (26,399) | ||||||||||||||||||||||
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| Three months ended September 30, 2025 | Refining | Logistics | Retail | Corporate and Other | ||||||||||||||||||||||||||||
| Operating income (loss) by segment | $ | 340,769 | $ | 30,187 | $ | 19,093 | $ | (31,533) | ||||||||||||||||||||||||
| Depreciation, depletion and amortization | 26,596 | 6,093 | 2,801 | 794 | ||||||||||||||||||||||||||||
| Inventory valuation adjustment | (20,366) | — | — | — | ||||||||||||||||||||||||||||
| Environmental obligation mark-to-market adjustments | (6,362) | — | — | — | ||||||||||||||||||||||||||||
| Unrealized gain on derivatives | (3,645) | — | — | — | ||||||||||||||||||||||||||||
| Acquisition and integration costs | — | — | — | 1,973 | ||||||||||||||||||||||||||||
| Par West redevelopment and other costs | — | — | — | 4,525 | ||||||||||||||||||||||||||||
| Severance costs and other non-operating expense | 58 | — | — | — | ||||||||||||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | (526) | — | — | — | ||||||||||||||||||||||||||||
| Other operating loss (gain), net | (10) | (1) | 34 | — | ||||||||||||||||||||||||||||
| Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | 1,078 | 1,032 | — | — | ||||||||||||||||||||||||||||
| Other expense, net | — | — | — | (109) | ||||||||||||||||||||||||||||
| Adjusted EBITDA (1) | $ | 337,592 | $ | 37,311 | $ | 21,928 | $ | (24,350) | ||||||||||||||||||||||||
| Nine months ended September 30, 2026 | Refining | Logistics | Retail | Renewables | Corporate and Other | |||||||||||||||||||||||||||
| Operating income (loss) by segment | $ | 1,169,472 | $ | 70,699 | $ | 43,521 | $ | (20,134) | $ | (91,543) | ||||||||||||||||||||||
| Depreciation, depletion and amortization | 75,937 | 18,117 | 7,836 | 5,445 | 2,597 | |||||||||||||||||||||||||||
| Inventory valuation adjustment | (126,977) | — | — | 7,818 | — | |||||||||||||||||||||||||||
| Environmental obligation mark-to-market adjustments | (19,307) | — | — | — | — | |||||||||||||||||||||||||||
| Unrealized loss on derivatives | 140,309 | — | — | 651 | — | |||||||||||||||||||||||||||
| Acquisition and integration costs | — | — | — | — | 64 | |||||||||||||||||||||||||||
| Par West redevelopment and other costs | — | — | — | — | 10,038 | |||||||||||||||||||||||||||
| Severance costs and other non-operating expense | — | 13 | 53 | — | 79 | |||||||||||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | 7,303 | — | — | — | — | |||||||||||||||||||||||||||
| Other operating loss, net | 1,398 | 35 | — | — | 152 | |||||||||||||||||||||||||||
| Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | 2,295 | 3,199 | — | — | — | |||||||||||||||||||||||||||
| Other expense, net | — | — | — | — | (343) | |||||||||||||||||||||||||||
| Adjusted EBITDA (1) | $ | 1,250,430 | $ | 92,063 | $ | 51,410 | $ | (6,220) | $ | (78,956) | ||||||||||||||||||||||
45
| Nine months ended September 30, 2025 | Refining | Logistics | Retail | Corporate and Other | ||||||||||||||||||||||||||||
| Operating income (loss) by segment | $ | 397,368 | $ | 75,817 | $ | 55,847 | $ | (89,532) | ||||||||||||||||||||||||
| Depreciation, depletion and amortization | 77,912 | 19,442 | 7,973 | 2,255 | ||||||||||||||||||||||||||||
| Inventory valuation adjustment | (3,523) | — | — | — | ||||||||||||||||||||||||||||
| Environmental obligation mark-to-market adjustments | (48) | — | — | — | ||||||||||||||||||||||||||||
| Unrealized gain on derivatives | (41,902) | — | — | — | ||||||||||||||||||||||||||||
| Acquisition and integration costs | — | — | — | 1,973 | ||||||||||||||||||||||||||||
| Par West redevelopment and other costs | — | — | — | 13,197 | ||||||||||||||||||||||||||||
| Severance costs and other non-operating expense | 259 | 193 | 44 | 840 | ||||||||||||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | (1,997) | — | — | — | ||||||||||||||||||||||||||||
| Other operating loss (gain), net | 181 | (1,418) | 35 | — | ||||||||||||||||||||||||||||
| Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | 3,434 | 2,749 | — | — | ||||||||||||||||||||||||||||
| Other expense, net | — | — | — | (643) | ||||||||||||||||||||||||||||
| Adjusted EBITDA (1) | $ | 431,684 | $ | 96,783 | $ | 63,899 | $ | (71,910) | ||||||||||||||||||||||||
________________________________________
(1)For the three and nine months ended September 30, 2026 and 2025, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference.
Factors Impacting Segment Results
Operating Income (Loss)
Three months ended September 30, 2026, compared to the three months ended September 30, 2025
Refining. Operating income for our refining segment was $454.4 million for the three months ended September 30, 2026, an increase of $113.6 million compared to $340.8 million for the three months ended September 30, 2025. Please read the Adjusted Gross Margin discussion below for additional information. The increase in operating income was primarily driven by:
| • | an increase of $400.4 million reflecting higher crack spreads across all our refineries, and | ||||||||||||||||||||||
| • | an increase of $153.0 million related to FIFO inventory benefits, | ||||||||||||||||||||||
partially offset by:
| • | a decrease of $211.0 million related to unfavorable feedstock and product differentials, | ||||||||||||||||||||||
| • | a decrease of $116.6 million related to unfavorable derivative impacts, and | ||||||||||||||||||||||
| • | an increase of $57.2 million in environmental costs due to timing of SREs for the 2019 through 2024 compliance years. | ||||||||||||||||||||||
Logistics. Operating income for our logistics segment was $23.7 million for the three months ended September 30, 2026, a decrease of $6.5 million compared to $30.2 million for the three months ended September 30, 2025. The decrease was primarily due to increases in rent and lease costs, variable costs, and repair and maintenance expenses, as well as lower throughput in Hawaii related to the turnaround.
Retail. Operating income for our retail segment was $16.0 million for the three months ended September 30, 2026, a decrease of $3.1 million compared to $19.1 million for the three months ended September 30, 2025. The decrease was primarily driven by lower fuel margins and an increase in operating expenses of $2.2 million, partially offset by a 6% increase in fuel sales volumes. The increase in operating expenses was driven by increases in employee costs, rent expenses, credit card processing fees associated with higher sales prices, other expenses, and repair and maintenance expenses.
Renewables. Operating income for our renewables segment was $8.7 million for the three months ended September 30, 2026. The Renewable Fuels Facility began commercial operations in April 2026.
46
Nine months ended September 30, 2026, compared to the nine months ended September 30, 2025
Refining. Operating income for our refining segment was $1.2 billion for the nine months ended September 30, 2026, an improvement of $0.8 billion compared to $0.4 billion for the nine months ended September 30, 2025. The increase in operating income was primarily driven by:
| • | an increase of $1.1 billion reflecting higher crack spreads across all our refineries, and | ||||||||||||||||||||||
| • | an increase of $0.1 billion related to a favorable FIFO benefit and product differentials, | ||||||||||||||||||||||
partially offset by:
| • | a decrease of $0.3 billion due to unfavorable derivative impacts. | ||||||||||||||||||||||
Logistics. Operating income for our logistics segment was $70.7 million for the nine months ended September 30, 2026, a decrease of $5.1 million compared to $75.8 million for the nine months ended September 30, 2025. The decrease was primarily due to increases in rent and lease costs, and an $8.8 million increase in employee and repair and maintenance costs, partially offset by an increase of $15.1 million related to higher throughput across our logistics assets. Our Wyoming refinery was idle for 66 days in the first nine months of 2025 as a result of an operational incident.
Retail. Operating income for our retail segment was $43.5 million for the nine months ended September 30, 2026, a decrease of $12.3 million compared to $55.8 million for the nine months ended September 30, 2025. The decrease was primarily due to a $9.2 million decrease driven by lower fuel margins. Also contributing to the decrease was an increase in operating expenses, excluding D&A, of $4.9 million driven by increased employee costs, credit card processing fees, rent expenses, and repair and maintenance expenses, partially offset by higher merchandise margins of $0.8 million.
Renewables. Operating loss for our renewables segment was $20.1 million for the nine months ended September 30, 2026.
Adjusted Gross Margin
Three months ended September 30, 2026, compared to the three months ended September 30, 2025
Refining. For the three months ended September 30, 2026, our refining Adjusted Gross Margin was $752.4 million, an increase of $302.1 million compared to $450.3 million for the three months ended September 30, 2025. The increase was primarily driven by a $388.6 million increase related to higher crack spreads, partially offset by a $40.9 million decrease due to unfavorable feedstock differentials, a $21.4 million decrease due to unfavorable impacts from realized derivatives, and a $20.4 million decrease related to unfavorable yield costs. Our Combined Index improved by $23.73 per barrel, or 161%, in the third quarter of 2026 compared to the same period in 2025.
Logistics. For the three months ended September 30, 2026, our logistics Adjusted Gross Margin was $35.9 million, a decrease of $7.1 million compared to $43.0 million for the three months ended September 30, 2025. The decrease was primarily due to a $4.9 million increase in rent and lease costs and a $2.4 million increase in repair and maintenance expenses.
Retail. For the three months ended September 30, 2026, our retail Adjusted Gross Margin was $42.4 million, a decrease of $1.1 million compared to $43.5 million for the three months ended September 30, 2025. The decrease was primarily due to a $3.0 million decrease related to lower fuel margins, partially offset by a $1.9 million increase related to higher sales volumes.
Renewables. For the three months ended September 30, 2026, our renewables Adjusted Gross Margin was $7.8 million.
Nine months ended September 30, 2026, compared to the nine months ended September 30, 2025
Refining. For the nine months ended September 30, 2026, our refining Adjusted Gross Margin was $1.6 billion, an increase of $0.8 billion compared to $0.8 billion for the nine months ended September 30, 2025. The increase was primarily driven by an increase of $1.1 billion related to higher crack spreads and an increase of $0.1 billion related to higher sales volumes, partially offset by $0.2 billion related to unfavorable feedstock differentials, $0.1 billion due to unfavorable derivative impacts, and a $0.1 billion increase in environmental costs.
Logistics. For the nine months ended September 30, 2026, our logistics Adjusted Gross Margin was $108.4 million, a decrease of $3.0 million compared to $111.4 million for the nine months ended September 30, 2025. The decrease was
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primarily due to an increase in rent and lease costs of $10.2 million and an $8.8 million increase in employee and repair and maintenance costs, partially offset by an increase of $15.1 million related to higher throughput across our logistics assets.
Retail. For the nine months ended September 30, 2026, our retail Adjusted Gross Margin was $119.2 million, a decrease of $7.7 million compared to $126.9 million for the nine months ended September 30, 2025. The decrease was primarily due to a $9.2 million decrease related to a 9% decrease in fuel margins, partially offset by a $0.8 million increase related to higher merchandise margins.
Renewables. For the nine months ended September 30, 2026, our renewables Adjusted Gross Margin was $1.1 million.
Discussion of Consolidated Results
Three months ended September 30, 2026, compared to the three months ended September 30, 2025
Revenues. For the three months ended September 30, 2026, revenues were $3.1 billion, a $1.1 billion increase compared to $2.0 billion for the three months ended September 30, 2025. The increase was primarily driven by higher refining revenues of $1.0 billion resulting primarily from higher average product crack spreads and crude oil prices. The Combined Index increased 161% compared to the third quarter of 2025. Average Brent crude oil prices increased 34%, and average WTI crude oil prices increased 32% as compared to the prior-year period. Revenues at our retail segment increased $40.5 million primarily due to a 26% increase in prices and a 6% increase in fuel sales volumes. Please read our key operating statistics for further information.
Cost of Revenues (Excluding Depreciation). For the three months ended September 30, 2026, cost of revenues (excluding depreciation) was $2.3 billion, an increase of $0.8 billion compared to $1.5 billion for the three months ended September 30, 2025. The increase was primarily due to higher crude oil prices as discussed above, increased purchased product costs driven by the 2026 Hawaii refinery turnaround, and unfavorable derivative costs, partially offset by FIFO inventory benefits.
Operating Expense (Excluding Depreciation). For the three months ended September 30, 2026, operating expense (excluding depreciation) was $166.1 million, an increase of $26.1 million compared to $140.0 million for the three months ended September 30, 2025. The increase was primarily due to increased repair and maintenance costs, utilities expense, and employee costs.
Depreciation and Amortization. For the three months ended September 30, 2026, D&A was $39.0 million, an increase of $2.7 million compared to $36.3 million for the three months ended September 30, 2025. The increase was primarily driven by depreciation related to our Renewable Fuels Facility.
General and Administrative Expense (Excluding Depreciation). For the three months ended September 30, 2026, general and administrative expense (excluding depreciation) was $26.7 million, an increase of $2.5 million compared to $24.2 million for the three months ended September 30, 2025. The increase was primarily due to increases in business development costs, information technology expenses, and employee costs.
Equity Earnings (Losses) from Refining and Logistics Investments. During the three months ended September 30, 2026, equity losses from refining and logistics investments were $7.6 million, a decrease of $14.0 million compared to equity earnings of $6.4 million for the three months ended September 30, 2025, primarily due to a $13.5 million decrease in our proportionate share of YELP’s net income (loss), driven by major maintenance activities. Please read “Note 3—Refining and Logistics Equity Investments” for further information.
Par West Redevelopment and Other Costs. For the three months ended September 30, 2026, Par West redevelopment and other costs were $3.4 million, a decrease of $1.1 million compared to $4.5 million for the three months ended September 30, 2025, primarily due to a decrease in redevelopment activities.
Interest Expense and Financing Costs, Net. For the three months ended September 30, 2026, our interest expense and financing costs, net, were $7.0 million, a decrease of $14.3 million compared to $21.3 million for the three months ended September 30, 2025, primarily due to the repayment and termination of the Term Loan Credit Agreement on May 14, 2026, the paydown of our ABL Credit Facility balances, an increase in interest income from our investment accounts, and a decrease in costs associated with our interest rate derivatives, partially offset by interest expense related to our new 7.375% unsecured senior notes due June 1, 2034 (“2034 Notes”) issued on May 14, 2026. Please read “Note 11—Debt” for further information.
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Equity Earnings (Losses) from Laramie Energy, LLC. For the three months ended September 30, 2026, equity losses from Laramie Energy were $0.2 million compared to equity earnings of $8.2 million for the three months ended September 30, 2025. The decrease was primarily due to an $8.2 million decrease in our proportionate share of Laramie Energy’s earnings. Please read “Note 4—Investment in Laramie Energy” for further discussion.
Income Taxes. For the three months ended September 30, 2026, our income tax expense was $110.0 million, an increase of $27.3 million compared to $82.7 million for the three months ended September 30, 2025, primarily related to our higher 2026 pre-tax net income. Please read “Note 18—Income Taxes” for further discussion.
Net Income Attributable to Noncontrolling Interests. For the three months ended September 30, 2026, income attributable to noncontrolling interests was $1.6 million related to our Hawaii Renewables joint venture, which began commercial operations in April 2026. For the three months ended September 30, 2025, there was no income or loss attributable to noncontrolling interests.
Nine months ended September 30, 2026, compared to the nine months ended September 30, 2025
Revenues. For the nine months ended September 30, 2026, revenues were $7.8 billion, a $2.1 billion increase compared to $5.7 billion for the nine months ended September 30, 2025. The increase was primarily driven by higher average crack spreads and crude oil prices. The Combined Index increased 153% as compared to the prior period. Average Brent crude oil prices increased 27%, and average WTI crude oil prices increased 26% as compared to the prior period. Revenues at our retail segment increased $72.0 million, primarily due to a 20% increase in fuel prices. Please read our key operating statistics for further information.
Cost of Revenues (Excluding Depreciation). For the nine months ended September 30, 2026, cost of revenues (excluding depreciation) was $6.0 billion, a $1.4 billion increase compared to $4.6 billion for the nine months ended September 30, 2025, primarily driven by higher crude oil prices, higher purchased product costs driven by the Hawaii refinery turnaround in the summer of 2026, and unfavorable derivative impacts, partially offset by FIFO benefits.
Operating Expense (Excluding Depreciation). For the nine months ended September 30, 2026, operating expense (excluding depreciation) was $465.8 million, an increase of $32.9 million compared to $432.9 million for the nine months ended September 30, 2025, primarily due to increased other operating costs, employee costs, utilities expense, and rent expense, partially offset by lower outside service costs.
Depreciation and Amortization. For the nine months ended September 30, 2026, D&A was $109.9 million, relatively consistent with $107.6 million for the nine months ended September 30, 2025.
General and Administrative Expense (Excluding Depreciation). For the nine months ended September 30, 2026, general and administrative expense (excluding depreciation) was $79.6 million, an increase of $7.5 million compared to $72.1 million for the nine months ended September 30, 2025. The increase was primarily due to increases in employee costs, technology and software expenses, and business development costs.
Equity Earnings from Refining and Logistics Investments. For the nine months ended September 30, 2026, equity earnings from refining and logistics investments were $5.7 million, a decrease of $15.5 million compared to $21.2 million for the nine months ended September 30, 2025. The decrease was primarily due to a $16.2 million decrease in our proportionate share of YELP’s net income (loss), driven by major maintenance activities. Please read “Note 3—Refining and Logistics Equity Investments” for additional information.
Acquisition and Integration Costs. For the nine months ended September 30, 2026, we incurred an immaterial amount of acquisition and integration costs. For the nine months ended September 30, 2025, we incurred $2.0 million of acquisition and integration costs, primarily related to the establishment of our Hawaii Renewables joint venture.
Par West Redevelopment and Other Costs. For the nine months ended September 30, 2026, Par West redevelopment and other costs were $10.0 million, a decrease of $3.2 million compared to $13.2 million for the nine months ended September 30, 2025. The decrease was primarily due to a decrease in redevelopment activities.
Other Operating Loss (Gain), Net. For the nine months ended September 30, 2026, there was a $1.6 million loss on sale of assets, net, primarily due to the loss on disposal of property and equipment related to our Montana refinery. For the nine months ended September 30, 2025, there was a $1.2 million gain on sale of assets, driven by the sale of property in Hawaii.
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Interest Expense and Financing Costs, Net. For the nine months ended September 30, 2026, our interest expense and financing costs, net, were $37.2 million, a decrease of $28.0 million compared to $65.2 million for the nine months ended September 30, 2025, primarily due to the repayment of the Term Loan Credit Agreement, lower ABL Credit Facility balances, higher interest income from our investment accounts, and lower costs associated with our interest rate derivatives, partially offset by interest expense related to our 2034 Notes. In December 2025, we amended our Term Loan Credit Agreement to, among other things, reduce our interest rate by 50 basis points. Please read “Note 11—Debt” for further information.
Debt Extinguishment and Commitment Costs. During the nine months ended September 30, 2026, we incurred $11.4 million of debt extinguishment and commitment costs related to the termination of our Term Loan Credit Agreement and the amendment and restatement of our ABL Credit Facility. For the nine months ended September 30, 2025, we incurred an immaterial amount of debt extinguishment and commitment costs. Please read “Note 11—Debt” for further information.
Equity Earnings from Laramie Energy, LLC. For the nine months ended September 30, 2026, equity earnings from Laramie Energy were $7.3 million, a decrease of $3.5 million compared to $10.8 million for the nine months ended September 30, 2025. The decrease was primarily due to a $2.9 million decrease in our proportionate share of Laramie Energy’s net income. Please read “Note 4—Investment in Laramie Energy” for further discussion.
Income Taxes. For the nine months ended September 30, 2026, income tax expense was $266.3 million, an increase of $173.6 million compared to $92.7 million for the nine months ended September 30, 2025, primarily related to our higher 2026 pre-tax net income. Please read “Note 18—Income Taxes” for further discussion.
Net Loss Attributable to Noncontrolling Interests. For the nine months ended September 30, 2026, losses attributable to noncontrolling interests were $5.9 million, related to our Hawaii Renewables joint venture, which began commercial operations in April 2026. For the nine months ended September 30, 2025, there was no income or loss attributable to noncontrolling interests.
Condensed Consolidating Financial Information
On May 14, 2026, Par Petroleum, LLC and its consolidated subsidiaries (“Issuer and its Restricted Subsidiaries”) issued $500.0 million aggregate principal amount of 7.375% Senior Notes due 2034 (the “2034 Notes”) under an indenture dated as of May 14, 2026 (the “Indenture”). The 2034 Notes are guaranteed on a senior unsecured basis by Par Pacific Holdings, Inc. (the “Parent Guarantor”) and each of the Issuer’s subsidiaries that is a guarantor under the Indenture. Under the Indenture, the Parent Guarantor’s SEC filings generally satisfy the 2034 Notes reporting covenant. The Indenture does not require Rule 3-10 or Rules 13-01/13-02 guarantor condensed consolidating financial information, Rule 3-09 or Rule 3-16 financial statements, or other separate schedules or separate financial statements of subsidiaries, affiliates, or equity method investees. Because reporting occurs through the Parent Guarantor, the required reporting is instead satisfied through the Parent-level financial information accompanied by audited, reviewed, or MD&A consolidating information explaining in reasonable detail the differences between the Parent Guarantor and the Issuer and its Restricted Subsidiaries on a standalone basis. The Indenture also requires a schedule eliminating Unrestricted Subsidiaries and reconciling that schedule to the financial statements in each report; because there are currently no Unrestricted Subsidiaries, no elimination adjustments would be reflected in that schedule.
The following condensed consolidating financial information, which is provided to satisfy the reporting requirements discussed above, reflects (i) the Parent Guarantor's separate accounts, (ii) the combined accounts of the Issuer and its Restricted Subsidiaries, each such Restricted Subsidiary being a guarantor of the 2034 Notes, (iii) the accounts of subsidiaries of the Parent Guarantor that are not guarantors of the 2034 Notes, and (iv) consolidating adjustments and eliminations, in each case for the dates and periods indicated. For purposes of this presentation, the Parent Guarantor's investment in its subsidiaries is accounted for under the equity method of accounting (dollar amounts in thousands).
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| As of September 30, 2026 | |||||||||||||||||||||||
| Parent Guarantor | Issuer and its Restricted Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||
| Current assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 16,448 | $ | 695,018 | $ | 19,594 | $ | 731,060 | |||||||||||||||
| Restricted cash | 353 | 1,526 | — | 1,879 | |||||||||||||||||||
| Trade accounts receivable | — | 574,116 | 36,999 | 611,115 | |||||||||||||||||||
| Inventories | — | 1,492,683 | 62,180 | 1,554,863 | |||||||||||||||||||
| Prepaid and other current assets | 4,135 | 187,680 | 3,796 | 195,611 | |||||||||||||||||||
Current note receivable from subsidiaries | 18,000 | — | (18,000) | — | |||||||||||||||||||
| Due from related parties | 675,021 | — | (675,021) | — | |||||||||||||||||||
| Total current assets | 713,957 | 2,951,023 | (570,452) | 3,094,528 | |||||||||||||||||||
| Property, plant, and equipment | |||||||||||||||||||||||
| Property, plant, and equipment | 28,450 | 1,818,503 | 115,415 | 1,962,368 | |||||||||||||||||||
| Less accumulated depreciation and amortization | (19,407) | (690,496) | (15,100) | (725,003) | |||||||||||||||||||
| Property, plant, and equipment, net | 9,043 | 1,128,007 | 100,315 | 1,237,365 | |||||||||||||||||||
| Long-term assets | |||||||||||||||||||||||
Operating lease right-of-use (“ROU”) assets | 6,469 | 331,746 | 2,564 | 340,779 | |||||||||||||||||||
| Refining and logistics equity investments | — | — | 93,736 | 93,736 | |||||||||||||||||||
| Investment in Laramie Energy, LLC | — | — | 43,080 | 43,080 | |||||||||||||||||||
| Investment in subsidiaries | 1,876,994 | — | (1,876,994) | — | |||||||||||||||||||
| Intangible assets, net | — | 7,808 | 1,872 | 9,680 | |||||||||||||||||||
| Goodwill | — | 124,679 | 2,597 | 127,276 | |||||||||||||||||||
| Other long-term assets | — | 238,248 | — | 238,248 | |||||||||||||||||||
| Total assets | $ | 2,606,463 | $ | 4,781,511 | $ | (2,203,282) | $ | 5,184,692 | |||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||||
| Current liabilities | |||||||||||||||||||||||
| Current maturities of long-term debt | $ | — | $ | 1,062 | $ | — | $ | 1,062 | |||||||||||||||
| Obligations under inventory financing agreements | — | 140,575 | 118,670 | 259,245 | |||||||||||||||||||
| Accounts payable | 3,016 | 852,125 | 2,957 | 858,098 | |||||||||||||||||||
| Accrued taxes | — | 56,860 | (164) | 56,696 | |||||||||||||||||||
| Operating lease liabilities | 643 | 106,272 | 1,577 | 108,492 | |||||||||||||||||||
| Other accrued liabilities | 779 | 486,368 | 102,582 | 589,729 | |||||||||||||||||||
| Current note payable to Parent | — | 18,000 | (18,000) | — | |||||||||||||||||||
| Due to related parties | 315,038 | 661,506 | (976,544) | — | |||||||||||||||||||
| Total current liabilities | 319,476 | 2,322,768 | (768,922) | 1,873,322 | |||||||||||||||||||
| Long-term liabilities | |||||||||||||||||||||||
| Long-term debt, net of current maturities | — | 495,096 | — | 495,096 | |||||||||||||||||||
| Finance lease liabilities | 513 | 13,485 | (3,719) | 10,279 | |||||||||||||||||||
| Operating lease liabilities | 9,610 | 241,055 | 1,235 | 251,900 | |||||||||||||||||||
| Other liabilities | — | 191,209 | (5,820) | 185,389 | |||||||||||||||||||
| Total liabilities | 329,599 | 3,263,613 | (777,226) | 2,815,986 | |||||||||||||||||||
| Commitments and contingencies | |||||||||||||||||||||||
Noncontrolling interest | — | — | 38,530 | 38,530 | |||||||||||||||||||
| Stockholders’ equity | |||||||||||||||||||||||
| Common stock | 492 | — | — | 492 | |||||||||||||||||||
| Additional paid-in capital | 891,944 | (282,704) | 336,016 | 945,256 | |||||||||||||||||||
| Accumulated earnings (deficit) | 1,372,979 | 1,791,258 | (1,791,258) | 1,372,979 | |||||||||||||||||||
| Accumulated other comprehensive income (loss) | 11,449 | 9,344 | (9,344) | 11,449 | |||||||||||||||||||
| Total stockholders’ equity | 2,276,864 | 1,517,898 | (1,464,586) | 2,330,176 | |||||||||||||||||||
| Total liabilities, noncontrolling interest, and stockholders’ equity | $ | 2,606,463 | $ | 4,781,511 | $ | (2,203,282) | $ | 5,184,692 | |||||||||||||||
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| As of December 31, 2025 | |||||||||||||||||||||||
| Parent Guarantor | Issuer and its Restricted Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||
| Current assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 15,639 | $ | 125,892 | $ | 22,582 | $ | 164,113 | |||||||||||||||
| Restricted cash | 351 | — | — | 351 | |||||||||||||||||||
| Trade accounts receivable | — | 312,672 | — | 312,672 | |||||||||||||||||||
| Inventories | — | 1,199,523 | 29,264 | 1,228,787 | |||||||||||||||||||
| Prepaid and other current assets | 2,903 | 65,864 | 1,401 | 70,168 | |||||||||||||||||||
| Due from related parties | 579,579 | — | (579,579) | — | |||||||||||||||||||
| Current note receivable from subsidiaries | 60,000 | — | (60,000) | — | |||||||||||||||||||
| Total current assets | 658,472 | 1,703,951 | (586,332) | 1,776,091 | |||||||||||||||||||
| Property, plant, and equipment | |||||||||||||||||||||||
| Property, plant, and equipment | 25,016 | 1,729,382 | 108,707 | 1,863,105 | |||||||||||||||||||
| Less accumulated depreciation and amortization | (17,730) | (637,470) | (9,954) | (665,154) | |||||||||||||||||||
| Property, plant, and equipment, net | 7,286 | 1,091,912 | 98,753 | 1,197,951 | |||||||||||||||||||
| Long-term assets | |||||||||||||||||||||||
Operating lease right-of-use (“ROU”) assets | 6,787 | 384,608 | — | 391,395 | |||||||||||||||||||
| Refining and logistics equity investments | — | — | 98,654 | 98,654 | |||||||||||||||||||
| Investment in Laramie Energy, LLC | — | — | 35,806 | 35,806 | |||||||||||||||||||
| Investment in subsidiaries | 1,051,331 | — | (1,051,331) | — | |||||||||||||||||||
| Intangible assets, net | — | 8,541 | 943 | 9,484 | |||||||||||||||||||
| Goodwill | — | 124,679 | 2,597 | 127,276 | |||||||||||||||||||
| Long term note receivable from subsidiaries | 3,000 | — | (3,000) | — | |||||||||||||||||||
| Other long-term assets | — | 174,385 | 22,647 | 197,032 | |||||||||||||||||||
| Total assets | $ | 1,726,876 | $ | 3,488,076 | $ | (1,381,263) | $ | 3,833,689 | |||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||||
| Current liabilities | |||||||||||||||||||||||
| Current maturities of long-term debt | $ | — | $ | 4,930 | $ | — | $ | 4,930 | |||||||||||||||
| Obligations under inventory financing agreements | — | 130,150 | 31,342 | 161,492 | |||||||||||||||||||
| Accounts payable | 3,062 | 331,502 | 6,991 | 341,555 | |||||||||||||||||||
| Accrued taxes | — | 31,565 | — | 31,565 | |||||||||||||||||||
| Operating lease liabilities | 536 | 99,022 | — | 99,558 | |||||||||||||||||||
| Other accrued liabilities | 3,474 | 457,297 | 6,265 | 467,036 | |||||||||||||||||||
| Current note payable to Parent | — | 60,000 | (60,000) | — | |||||||||||||||||||
| Due to related parties | 254,102 | 393,859 | (647,961) | — | |||||||||||||||||||
| Total current liabilities | 261,174 | 1,508,325 | (663,363) | 1,106,136 | |||||||||||||||||||
| Long-term liabilities | |||||||||||||||||||||||
| Long-term debt, net of current maturities | — | 797,940 | — | 797,940 | |||||||||||||||||||
| Finance lease liabilities | 690 | 15,201 | (3,889) | 12,002 | |||||||||||||||||||
| Operating lease liabilities | 10,192 | 302,258 | — | 312,450 | |||||||||||||||||||
| Long term note payable to Parent | — | 3,000 | (3,000) | — | |||||||||||||||||||
| Other liabilities | — | 153,152 | (100,507) | 52,645 | |||||||||||||||||||
| Total liabilities | 272,056 | 2,779,876 | (770,759) | 2,281,173 | |||||||||||||||||||
| Commitments and contingencies | |||||||||||||||||||||||
| Noncontrolling interest | — | — | 40,976 | 40,976 | |||||||||||||||||||
| Stockholders’ equity | |||||||||||||||||||||||
| Common stock | 497 | — | — | 497 | |||||||||||||||||||
| Additional paid-in capital | 901,221 | (205,916) | 262,636 | 957,941 | |||||||||||||||||||
| Accumulated earnings (deficit) | 541,376 | 904,494 | (904,494) | 541,376 | |||||||||||||||||||
| Accumulated other comprehensive income (loss) | 11,726 | 9,622 | (9,622) | 11,726 | |||||||||||||||||||
| Total stockholders’ equity | 1,454,820 | 708,200 | (651,480) | 1,511,540 | |||||||||||||||||||
| Total liabilities, noncontrolling interest, and stockholders’ equity | $ | 1,726,876 | $ | 3,488,076 | $ | (1,381,263) | $ | 3,833,689 | |||||||||||||||
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| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Parent Guarantor | Issuer and its Restricted Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| Revenues | $ | 427 | $ | 3,019,835 | $ | 32,173 | $ | 3,052,435 | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of revenues (excluding depreciation) | — | 2,319,373 | 17,776 | 2,337,149 | |||||||||||||||||||
| Operating expense (excluding depreciation) | — | 163,365 | 2,745 | 166,110 | |||||||||||||||||||
| Depreciation and amortization | 635 | 35,155 | 3,228 | 39,018 | |||||||||||||||||||
| General and administrative expense (excluding depreciation) | 7,612 | 19,058 | (19) | 26,651 | |||||||||||||||||||
| Equity (earnings) losses from refining and logistics investments | — | — | 7,552 | 7,552 | |||||||||||||||||||
| Acquisition and integration costs | — | — | — | — | |||||||||||||||||||
| Par West redevelopment and other costs | — | 3,377 | — | 3,377 | |||||||||||||||||||
| Other operating loss (gain), net | — | 438 | — | 438 | |||||||||||||||||||
| Total operating expenses | 8,247 | 2,540,766 | 31,282 | 2,580,295 | |||||||||||||||||||
| Operating income (loss) | (7,820) | 479,069 | 891 | 472,140 | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense and financing costs, net | 128 | (6,775) | (320) | (6,967) | |||||||||||||||||||
| Debt extinguishment and commitment costs | — | 128 | — | 128 | |||||||||||||||||||
| Other income (expense), net | — | (153) | (5) | (158) | |||||||||||||||||||
| Equity earnings (losses) from subsidiaries | 361,002 | — | (361,002) | — | |||||||||||||||||||
| Equity earnings (losses) from Laramie Energy, LLC | — | — | (239) | (239) | |||||||||||||||||||
| Total other income (expense), net | 361,130 | (6,800) | (361,566) | (7,236) | |||||||||||||||||||
| Income (loss) before income taxes | 353,310 | 472,269 | (360,675) | 464,904 | |||||||||||||||||||
| Income tax benefit (expense) (1) | — | (112,441) | 2,481 | (109,960) | |||||||||||||||||||
| Net income (loss) | 353,310 | 359,828 | (358,194) | 354,944 | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Net income attributable to noncontrolling interest | — | — | 1,634 | 1,634 | |||||||||||||||||||
| Net income attributable to Par Pacific stockholders | $ | 353,310 | $ | 359,828 | $ | (359,828) | $ | 353,310 | |||||||||||||||
| Adjusted EBITDA | $ | (7,165) | $ | 646,069 | $ | 7,073 | $ | 645,977 | |||||||||||||||
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| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Parent Guarantor | Issuer and its Restricted Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| Revenues | $ | — | $ | 2,012,932 | $ | 4 | $ | 2,012,936 | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of revenues (excluding depreciation) | — | 1,453,697 | — | 1,453,697 | |||||||||||||||||||
| Operating expense (excluding depreciation) | — | 140,029 | — | 140,029 | |||||||||||||||||||
| Depreciation and amortization | 546 | 35,691 | 47 | 36,284 | |||||||||||||||||||
| General and administrative expense (excluding depreciation) | 6,257 | 17,985 | — | 24,242 | |||||||||||||||||||
| Equity (earnings) losses from refining and logistics investments | — | — | (6,353) | (6,353) | |||||||||||||||||||
| Acquisition and integration costs | 1,973 | — | — | 1,973 | |||||||||||||||||||
| Par West redevelopment and other costs | — | 4,525 | — | 4,525 | |||||||||||||||||||
| Other operating loss (gain), net | — | 23 | — | 23 | |||||||||||||||||||
| Total operating expenses | 8,776 | 1,651,950 | (6,306) | 1,654,420 | |||||||||||||||||||
Operating income (loss) | (8,776) | 360,982 | 6,310 | 358,516 | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense and financing costs, net | (15) | (21,342) | 85 | (21,272) | |||||||||||||||||||
| Debt extinguishment and commitment costs | — | — | — | — | |||||||||||||||||||
| Other income (expense), net | (5) | (104) | — | (109) | |||||||||||||||||||
| Equity earnings (losses) from subsidiaries | 271,427 | — | (271,427) | — | |||||||||||||||||||
| Equity earnings (losses) from Laramie Energy, LLC | — | — | 8,202 | 8,202 | |||||||||||||||||||
| Total other income (expense), net | 271,407 | (21,446) | (263,140) | (13,179) | |||||||||||||||||||
| Income (loss) before income taxes | 262,631 | 339,536 | (256,830) | 345,337 | |||||||||||||||||||
| Income tax benefit (expense) (1) | — | (82,741) | 35 | (82,706) | |||||||||||||||||||
| Net income (loss) | $ | 262,631 | $ | 256,795 | $ | (256,795) | $ | 262,631 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Net income attributable to noncontrolling interest | — | — | — | — | |||||||||||||||||||
| Net income attributable to Par Pacific stockholders | $ | 262,631 | $ | 256,795 | $ | (256,795) | $ | 262,631 | |||||||||||||||
| Adjusted EBITDA | $ | (6,262) | $ | 370,802 | $ | 7,941 | $ | 372,481 | |||||||||||||||
54
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Parent Guarantor | Issuer and its Restricted Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| Revenues | $ | 968 | $ | 7,818,855 | $ | 25,231 | $ | 7,845,054 | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of revenues (excluding depreciation) | — | 5,979,278 | 32,564 | 6,011,842 | |||||||||||||||||||
| Operating expense (excluding depreciation) | — | 458,392 | 7,358 | 465,750 | |||||||||||||||||||
| Depreciation and amortization | 1,785 | 102,343 | 5,804 | 109,932 | |||||||||||||||||||
| General and administrative expense (excluding depreciation) | 22,808 | 56,784 | (19) | 79,573 | |||||||||||||||||||
| Equity (earnings) losses from refining and logistics investments | — | — | (5,745) | (5,745) | |||||||||||||||||||
| Acquisition and integration costs | 64 | — | — | 64 | |||||||||||||||||||
| Par West redevelopment and other costs | — | 10,038 | — | 10,038 | |||||||||||||||||||
| Other operating loss (gain), net | 152 | 1,433 | — | 1,585 | |||||||||||||||||||
| Total operating expenses | 24,809 | 6,608,268 | 39,962 | 6,673,039 | |||||||||||||||||||
| Operating income (loss) | (23,841) | 1,210,587 | (14,731) | 1,172,015 | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense and financing costs, net | 111 | (36,380) | (900) | (37,169) | |||||||||||||||||||
| Debt extinguishment and commitment costs | — | (11,395) | — | (11,395) | |||||||||||||||||||
| Other income (expense), net | (18) | (307) | (18) | (343) | |||||||||||||||||||
| Equity earnings (losses) from subsidiaries | 893,639 | — | (893,639) | — | |||||||||||||||||||
| Equity earnings (losses) from Laramie Energy, LLC | — | — | 7,274 | 7,274 | |||||||||||||||||||
| Total other income (expense), net | 893,732 | (48,082) | (887,283) | (41,633) | |||||||||||||||||||
| Income (loss) before income taxes | 869,891 | 1,162,505 | (902,014) | 1,130,382 | |||||||||||||||||||
| Income tax benefit (expense) (1) | — | (275,741) | 9,395 | (266,346) | |||||||||||||||||||
| Net income (loss) | $ | 869,891 | $ | 886,764 | $ | (892,619) | $ | 864,036 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | — | — | (5,855) | (5,855) | |||||||||||||||||||
| Net income attributable to Par Pacific stockholders | $ | 869,891 | $ | 886,764 | $ | (886,764) | $ | 869,891 | |||||||||||||||
| Adjusted EBITDA | $ | (21,838) | $ | 1,318,244 | $ | 12,321 | $ | 1,308,727 | |||||||||||||||
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| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Parent Guarantor | Issuer and its Restricted Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| Revenues | $ | — | $ | 5,651,376 | $ | 34 | $ | 5,651,410 | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of revenues (excluding depreciation) | — | 4,606,536 | — | 4,606,536 | |||||||||||||||||||
| Operating expense (excluding depreciation) | — | 432,863 | — | 432,863 | |||||||||||||||||||
| Depreciation and amortization | 1,551 | 105,890 | 141 | 107,582 | |||||||||||||||||||
| General and administrative expense (excluding depreciation) | 20,791 | 51,342 | — | 72,133 | |||||||||||||||||||
| Equity (earnings) losses from refining and logistics investments | — | — | (21,172) | (21,172) | |||||||||||||||||||
| Acquisition and integration costs | 1,973 | — | — | 1,973 | |||||||||||||||||||
| Par West redevelopment and other costs | — | 13,197 | — | 13,197 | |||||||||||||||||||
| Other operating loss (gain), net | — | (1,202) | — | (1,202) | |||||||||||||||||||
| Total operating expenses | 24,315 | 5,208,626 | (21,031) | 5,211,910 | |||||||||||||||||||
Operating income (loss) | (24,315) | 442,750 | 21,065 | 439,500 | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense and financing costs, net | (65) | (65,419) | 258 | (65,226) | |||||||||||||||||||
| Debt extinguishment and commitment costs | — | (25) | — | (25) | |||||||||||||||||||
| Other income (expense), net | (22) | (621) | — | (643) | |||||||||||||||||||
| Equity earnings (losses) from subsidiaries | 316,093 | — | (316,093) | — | |||||||||||||||||||
| Equity earnings (losses) from Laramie Energy, LLC | — | — | 10,784 | 10,784 | |||||||||||||||||||
| Total other income (expense), net | 316,006 | (66,065) | (305,051) | (55,110) | |||||||||||||||||||
| Income (loss) before income taxes | 291,691 | 376,685 | (283,986) | 384,390 | |||||||||||||||||||
| Income tax benefit (expense) (1) | — | (92,226) | (473) | (92,699) | |||||||||||||||||||
| Net income (loss) | $ | 291,691 | $ | 284,459 | $ | (284,459) | $ | 291,691 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Net income attributable to noncontrolling interest | — | — | — | — | |||||||||||||||||||
| Net income attributable to Par Pacific stockholders | $ | 291,691 | $ | 284,459 | $ | (284,459) | $ | 291,691 | |||||||||||||||
| Adjusted EBITDA | $ | (20,603) | $ | 515,667 | $ | 25,392 | $ | 520,456 | |||||||||||||||
________________________________________
(1) The income tax benefit (expense) of the Parent Guarantor and Issuer and its Restricted Subsidiaries is determined using the separate return method. The Non-Guarantor Subsidiaries and Eliminations column includes tax benefits recognized at the Par consolidated level that are primarily associated with changes to the consolidated valuation allowance and other deferred tax balances.
Non-GAAP Financial Measures
Adjusted EBITDA for the supplemental consolidating condensed financial information, which is segregated at the “Parent Guarantor,” “Issuer and its Restricted Subsidiaries,” and “Non-Guarantor Subsidiaries and Eliminations” levels, is calculated in a similar manner as the Par Pacific Holdings, Inc. Adjusted EBITDA. Net income (loss), which management considers the most directly comparable GAAP measure, is used as the basis for the calculation instead of Net income (loss) attributable to Par Pacific stockholders because certain adjustments to Adjusted Net Income (Loss) attributable to Par Pacific Stockholders used in calculating Adjusted EBITDA are not practicably segregated at these levels. See “Results of Operations — Non-GAAP Performance Measures — Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA” above.
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The following tables present a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income, on a historical basis for the periods indicated (in thousands):
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Parent Guarantor | Issuer and its Restricted Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| Net income (loss) | $ | 353,310 | $ | 359,828 | $ | (358,194) | $ | 354,944 | |||||||||||||||
| Inventory valuation adjustment | — | (14,910) | (7,319) | (22,229) | |||||||||||||||||||
| Environmental obligation mark-to-market adjustments | — | 51,444 | — | 51,444 | |||||||||||||||||||
| Unrealized loss on derivatives | — | 90,293 | 749 | 91,042 | |||||||||||||||||||
| Acquisition and integration costs | — | — | — | — | |||||||||||||||||||
| Par West redevelopment and other costs | — | 3,377 | — | 3,377 | |||||||||||||||||||
| Debt extinguishment and commitment costs | — | (128) | — | (128) | |||||||||||||||||||
Severance costs and other non-operating expense | 20 | 59 | — | 79 | |||||||||||||||||||
| Other operating loss (gain), net | — | 438 | — | 438 | |||||||||||||||||||
| Equity losses from Laramie Energy, LLC, excluding cash distributions | — | — | 239 | 239 | |||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | — | — | 7,898 | 7,898 | |||||||||||||||||||
| Depreciation and amortization | 635 | 35,155 | 3,228 | 39,018 | |||||||||||||||||||
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) | (128) | 8,072 | 320 | 8,264 | |||||||||||||||||||
| Equity losses (income) from subsidiaries | (361,002) | — | 361,002 | — | |||||||||||||||||||
| Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | — | — | 1,631 | 1,631 | |||||||||||||||||||
Income tax expense (benefit) | — | 112,441 | (2,481) | 109,960 | |||||||||||||||||||
| Adjusted EBITDA (1) | $ | (7,165) | $ | 646,069 | $ | 7,073 | $ | 645,977 | |||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Parent Guarantor | Issuer and its Restricted Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| Net income (loss) | $ | 262,631 | $ | 256,795 | $ | (256,795) | $ | 262,631 | |||||||||||||||
| Inventory valuation adjustment | — | (20,366) | — | (20,366) | |||||||||||||||||||
| Environmental obligation mark-to-market adjustments | — | (6,362) | — | (6,362) | |||||||||||||||||||
| Unrealized loss (gain) on derivatives | — | (3,840) | — | (3,840) | |||||||||||||||||||
| Acquisition and integration costs | 1,973 | — | — | 1,973 | |||||||||||||||||||
| Par West redevelopment and other costs | — | 4,525 | — | 4,525 | |||||||||||||||||||
| Debt extinguishment and commitment costs | — | — | — | — | |||||||||||||||||||
Severance costs and other non-operating expense (2) | — | 58 | — | 58 | |||||||||||||||||||
| Other operating loss (gain), net | — | 23 | — | 23 | |||||||||||||||||||
| Equity earnings from Laramie Energy, LLC, excluding cash distributions | — | — | (8,202) | (8,202) | |||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | — | — | (526) | (526) | |||||||||||||||||||
| Depreciation and amortization | 546 | 35,691 | 47 | 36,284 | |||||||||||||||||||
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) | 15 | 21,537 | (85) | 21,467 | |||||||||||||||||||
| Equity losses (income) from subsidiaries | (271,427) | — | 271,427 | — | |||||||||||||||||||
| Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | — | — | 2,110 | 2,110 | |||||||||||||||||||
| Income tax expense (benefit) | — | 82,741 | (35) | 82,706 | |||||||||||||||||||
| Adjusted EBITDA (1) | $ | (6,262) | $ | 370,802 | $ | 7,941 | $ | 372,481 | |||||||||||||||
57
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Parent Guarantor | Issuer and its Restricted Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| Net income (loss) | $ | 869,891 | $ | 886,764 | $ | (892,619) | $ | 864,036 | |||||||||||||||
| Inventory valuation adjustment | — | (126,977) | 7,818 | (119,159) | |||||||||||||||||||
| Environmental obligation mark-to-market adjustments | — | (19,307) | — | (19,307) | |||||||||||||||||||
| Unrealized loss on derivatives | — | 138,378 | 651 | 139,029 | |||||||||||||||||||
| Acquisition and integration costs | 64 | — | — | 64 | |||||||||||||||||||
| Par West redevelopment and other costs | — | 10,038 | — | 10,038 | |||||||||||||||||||
| Debt extinguishment and commitment costs | — | 11,395 | — | 11,395 | |||||||||||||||||||
| Severance costs and other non-operating expense (2) | 20 | 125 | — | 145 | |||||||||||||||||||
| Other operating loss (gain), net | 152 | 1,433 | — | 1,585 | |||||||||||||||||||
| Equity earnings from Laramie Energy, LLC, excluding cash distributions | — | — | (7,274) | (7,274) | |||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | — | — | 7,303 | 7,303 | |||||||||||||||||||
| Depreciation and amortization | 1,785 | 102,343 | 5,804 | 109,932 | |||||||||||||||||||
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) | (111) | 38,311 | 900 | 39,100 | |||||||||||||||||||
| Equity losses (income) from subsidiaries | (893,639) | — | 893,639 | — | |||||||||||||||||||
| Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | — | — | 5,494 | 5,494 | |||||||||||||||||||
| Income tax expense (benefit) | — | 275,741 | (9,395) | 266,346 | |||||||||||||||||||
| Adjusted EBITDA (1) | $ | (21,838) | $ | 1,318,244 | $ | 12,321 | $ | 1,308,727 | |||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Parent Guarantor | Issuer and its Restricted Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| Net income (loss) | $ | 291,691 | $ | 284,459 | $ | (284,459) | $ | 291,691 | |||||||||||||||
| Inventory valuation adjustment | — | (3,523) | — | (3,523) | |||||||||||||||||||
| Environmental obligation mark-to-market adjustments | — | (48) | — | (48) | |||||||||||||||||||
| Unrealized loss (gain) on derivatives | — | (41,363) | — | (41,363) | |||||||||||||||||||
| Acquisition and integration costs | 1,973 | — | — | 1,973 | |||||||||||||||||||
| Par West redevelopment and other costs | — | 13,197 | — | 13,197 | |||||||||||||||||||
| Debt extinguishment and commitment costs | — | 25 | — | 25 | |||||||||||||||||||
| Severance costs and other non-operating expense (2) | 210 | 1,126 | — | 1,336 | |||||||||||||||||||
| Equity earnings from Laramie Energy, LLC, excluding cash distributions | — | — | (10,784) | (10,784) | |||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | — | — | (1,997) | (1,997) | |||||||||||||||||||
| Depreciation and amortization | 1,551 | 105,890 | 141 | 107,582 | |||||||||||||||||||
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) | 65 | 64,880 | (258) | 64,687 | |||||||||||||||||||
| Equity losses (income) from subsidiaries | (316,093) | — | 316,093 | — | |||||||||||||||||||
| Par's portion of interest, taxes, and depreciation expense from refining and logistics investments | — | — | 6,183 | 6,183 | |||||||||||||||||||
| Income tax expense | — | 92,226 | 473 | 92,699 | |||||||||||||||||||
| Other operating loss (gain), net | — | (1,202) | — | (1,202) | |||||||||||||||||||
| Adjusted EBITDA (1) | $ | (20,603) | $ | 515,667 | $ | 25,392 | $ | 520,456 | |||||||||||||||
________________________________________
(1)Please read the Non-GAAP Performance Measures and Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA discussions above for information regarding the components of Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA.
58
(2)For the nine months ended September 30, 2025, we incurred $0.3 million of stock-based compensation expense associated with equity award modifications.
Liquidity and Capital Resources
Our liquidity and capital requirements are primarily a function of our debt maturities and debt service requirements and contractual obligations, capital expenditures, turnaround outlays, and working capital needs. Examples of working capital needs include purchases and sales of commodities and associated margin and collateral requirements, facility maintenance costs, and other costs such as payroll. Our primary sources of liquidity are cash flows from operations, cash on hand, amounts available under our credit agreements, and access to capital markets.
Our liquidity position as of September 30, 2026, was $2.4 billion, consisting of $731.1 million of cash and cash equivalents and $1.7 billion of availability under the ABL Credit Facility due 2031. Generally, the primary uses of our capital resources have been to fund the operations of our refining and retail segments, to make payments related to acquisitions, to repay or refinance indebtedness, and to repurchase shares of our common stock.
We believe our cash flows from operations and available capital resources will be sufficient to meet our current capital and turnaround expenditures, working capital, and debt service requirements for the next 12 months. We may seek to raise additional debt or equity capital to fund acquisitions and any other significant changes to our business or to refinance existing debt. We cannot offer any assurances that such capital will be available in sufficient amounts or at an acceptable cost.
Significant Developments. On May 14, 2026, we issued $500.0 million of 2034 Notes and used the proceeds and cash on hand to repay all amounts outstanding under the Term Loan Credit Agreement, which required quarterly principal payments of $1.6 million. Interest on the 2034 Notes of $18.4 million is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026.
Cash Requirements. Other than the transactions discussed above, there have been no material changes outside the ordinary course of business to the cash requirements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Cash Flows
The following table summarizes cash activities for the nine months ended September 30, 2026 and 2025 (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 1,080,731 | $ | 351,537 | |||||||
| Net cash used in investing activities | (120,180) | (119,056) | |||||||||
| Net cash used in financing activities | (386,576) | (265,343) | |||||||||
Cash flows for the nine months ended September 30, 2026
Net cash provided by operating activities for the nine months ended September 30, 2026, was primarily driven by net income of $864.0 million and non-cash charges to operations and non-operating items of approximately $414.2 million, partially offset by net cash used for changes in operating assets and liabilities of approximately $197.5 million.
59
Net cash used for changes in operating assets and liabilities resulted primarily from:
| • | a $413.2 million increase in crude oil, feedstock, and refined product inventories driven by higher commodity prices, | |||||||||||||
| • | a $303.3 million increase in Accounts receivable primarily driven by timing of collections and rising prices, | |||||||||||||
| • | a $146.5 million increase in prepaid and other expenses primarily driven by increases in derivative assets, and | |||||||||||||
| • | deferred turnaround expenditures of $87.4 million driven by Hawaii refinery turnaround activities, | |||||||||||||
| partially offset by: | ||||||||||||||
| • | an increase in Accounts payable of $516.5 million primarily driven by timing of crude oil payments and increased crude oil pricing, | |||||||||||||
| • | a $97.8 million increase in obligations under inventory financing agreements primarily due to higher financed inventory volumes, and | |||||||||||||
| • | a $95.8 million increase in accrued federal and state income taxes payable and a $25.1 million increase in accrued other taxes, both driven by higher taxable income. | |||||||||||||
Net cash used in financing activities was approximately $386.6 million for the nine months ended September 30, 2026, and consisted primarily of:
| • | net repayments of debt of $811.7 million driven by the repayments of the Term Loan Credit Agreement and ABL Credit Facility, | |||||||||||||
| • | repurchases of common stock of $47.4 million, | |||||||||||||
| • | payments of $18.4 million of deferred loan costs related to the issuance of our 2034 Notes and ABL Credit Facility amendment, and | |||||||||||||
| • | $18.2 million related to stock option exercises settled in cash, | |||||||||||||
| partially offset by: | ||||||||||||||
| • | the issuance of our 2034 Notes for $500.0 million. | |||||||||||||
Cash flows for the nine months ended September 30, 2025
Net cash provided by operating activities for the nine months ended September 30, 2025, was driven primarily by net income of $291.7 million and non-cash charges to operations and non-operating items of approximately $141.1 million, partially offset by net cash used for changes in operating assets and liabilities of approximately $81.3 million. Non-cash charges to operations and non-operating items consisted primarily of the following adjustments:
| • | depreciation and amortization expenses of $107.6 million, | ||||||||||||||||
| • | an $81.3 million change in deferred tax assets driven by our net income during the period, and | ||||||||||||||||
| • | stock-based compensation expenses of $11.8 million, | ||||||||||||||||
| partially offset by: | |||||||||||||||||
| • | unrealized gain on derivatives contracts of $41.4 million driven by freight and inventory hedges. | ||||||||||||||||
Net cash used for changes in operating assets and liabilities resulted primarily from:
| • | a $265.0 million increase in Inventories driven by the return of previously retired RINs as a result of SREs received for the 2019 through 2024 compliance years, and | ||||||||||||||||
60
| • | an increase in deferred turnaround expenditures of $100.0 million driven by expenditures related to Montana refinery turnaround activities, | ||||||||||||||||
| partially offset by: | |||||||||||||||||
| • | an increase in environmental credit obligations of $134.4 million driven by current period production, | ||||||||||||||||
| • | a $48.9 million decrease in Accounts receivable primarily driven by timing of collections, | ||||||||||||||||
| • | a $46.5 million increase in Obligations under inventory financing agreements primarily due to increases in the step-out liability driven by higher volumes, | ||||||||||||||||
| • | a $30.1 million decrease in derivative collateral, and | ||||||||||||||||
| • | a $19.1 million decrease in prepaid insurance. | ||||||||||||||||
Net cash used in investing activities for the nine months ended September 30, 2025, consisted primarily of $121.3 million of additions to property, plant, and equipment driven by profit improvement and maintenance projects at our refineries, including our Hawaii renewable hydrotreater project, completed maintenance at our Montana refinery, and repair and replacement work related to our Wyoming operational incident, partially offset by $2.3 million of proceeds from the sale of assets, primarily the sale of property in Hawaii.
Net cash used in financing activities was approximately $265.3 million for the nine months ended September 30, 2025, and consisted primarily of net repayments of debt of $166.9 million driven by ABL Credit Facility activity and repurchases of common stock of $97.3 million.
Critical Accounting Estimates
For the nine months ended September 30, 2026, there have been no material changes to critical accounting estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (“PSLRA”), or in releases made by the SEC, all of which may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors including, without limitation, the impact of the Russia-Ukraine war, military conflicts in the Middle East, the political activity in Venezuela, Houthi-related disruptions in the Red Sea, the ongoing military conflict with Iran and disruptions in the Strait of Hormuz, and certain developments in the global crude oil markets, on our business, our customers, and the markets where we operate; the impact of tariffs and potential disruptions in international trade on our business; our beliefs regarding available capital resources; our beliefs regarding the likely results or impact of certain disputes or contingencies and any potential fines or penalties; our beliefs regarding the fair value of certain assets, and our expectations with respect to laws and regulations, including environmental regulations and related compliance costs and any fines or penalties related thereto; our expectations regarding the sufficiency of our cash flows and liquidity; our expectations regarding anticipated capital expenditures, including the timing and cost of compliance with consent decrees and other enforcement actions; our expectations regarding the impact of the adoption of certain accounting standards; our estimates regarding the fair value of certain indebtedness; estimated costs to settle claims from the Delta bankruptcy; the estimated value of, and our ability to settle, legal claims remaining to be settled against third parties; our expectations regarding the synergies or other benefits of our acquisitions; our expectations regarding certain tax liabilities and debt obligations; management’s assumptions about the impact of future events on our existing business; the expected production volumes and operating performance of renewable fuels production in Hawaii through the Hawaii Renewables, LLC joint venture, as well as the commercial and other benefits anticipated from that joint venture; our ability to raise additional debt or equity capital; our ability to make strategic investments in business opportunities; and the estimates, assumptions, and projections regarding future financial condition, results of operations, liquidity, and cash flows. These and other forward-looking statements could cause the actual results, performance, or achievements of Par and its subsidiaries to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the
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Securities Act, the Exchange Act, and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control, including those set out in our most recent Annual Report on Form 10-K and this Quarterly Report on Form 10-Q under “Risk Factors.”
In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this Quarterly Report on Form 10-Q are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described above and under Critical Accounting Estimates and Risk Factors included in our most recent Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q. All forward-looking statements speak only as of the date they are made. There can be no guarantee that the operational and financial measures the Company has taken, and may take in the future, will be fully effective. We do not intend to update or revise any forward-looking statements as a result of new information, future events, or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our disclosures about market risks as of and for the nine months ended September 30, 2026, as compared to our disclosures about market risks discussed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this Quarterly Report on Form 10-Q, as of September 30, 2026, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of our business. Please read “Note 15—Commitments and Contingencies” to our condensed consolidated financial statements for more information.
Item 1A. RISK FACTORS
There have been no material changes from the risk factors included under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. You should carefully consider the risk factors discussed in our 2025 Form 10-K, which could materially affect our business, financial condition, or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Dividends
We have not paid dividends on our common stock, and we do not expect to do so in the foreseeable future. In addition, under the ABL Credit Facility due 2031 and the 2034 Notes, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions.
Repurchases
The following table sets forth certain information with respect to repurchases of our common stock during the quarter ended September 30, 2026:
| Period | Total number of shares (or units) purchased (1) | Average price paid per share (or unit) | Total number of shares (or units) purchased as part of publicly announced plans or programs (1) | Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (1) | |||||||||||||||||||
| July 1 - July 31, 2026 | 2,489 | $ | 67.34 | — | $ | 248,262,266 | |||||||||||||||||
| August 1 - August 31, 2026 | 113 | 80.32 | — | 248,262,266 | |||||||||||||||||||
| September 1 - September 30, 2026 | 125,716 | 80.30 | 124,497 | 238,264,776 | |||||||||||||||||||
| Total | 128,318 | $ | 80.05 | 124,497 | $ | 238,264,776 | |||||||||||||||||
________________________________________________
(1)On February 20, 2026, the Board authorized a share repurchase program for up to $250 million of common stock, with no specified end date. This repurchase program terminated and replaced the prior authorization to repurchase up to $250 million of common stock.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
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Item 5. OTHER INFORMATION
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the fiscal quarter ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted terminated
Amended Performance Restricted Stock Units
The Company’s named executive officers receive annual grants of performance-based restricted stock units that vest after three years. These grants are earned based on a payout matrix determined by the Compensation Committee of the Board (the “Compensation Committee”) that is based on three-year aggregate Adjusted EBITDA as a percentage of budgeted Adjusted EBITDA and total shareholder return (“TSR”) as a percentage of the average TSR of a designated peer group. If threshold performance goals are not achieved, none of the target amount of shares of common stock issuable pursuant to the restricted stock units may be issued. If threshold performance goals are exceeded, up to 200% of the targeted amount of shares of common stock issuable pursuant to the restricted stock units may be issued. On November 2, 2026, the Board of Directors amended all outstanding performance-based restricted stock unit awards to clarify that, upon a change of control, the number of shares of Company common stock to be issued shall equal the greater of (i) one hundred percent (100%) of the targeted amount, or (ii) threshold performance goals calculated from the grant date through such change of control date pursuant to the applicable payout matrix.
The foregoing description of the amended performance-based restricted stock units is qualified in its entirety by reference to the full text of the form of amended and restated performance-based restricted stock units, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated by reference herein.
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Item 6. EXHIBITS
| 2.1 | Third Amended Joint Chapter 11 Plan of Reorganization of Delta Petroleum Corporation and Its Debtor Affiliates dated August 16, 2012. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 7, 2012. | ||||
| 2.2 | Membership Interest Purchase Agreement dated as of June 17, 2013, by and among Tesoro Corporation, Tesoro Hawaii, LLC, and Hawaii Pacific Energy, LLC Incorporated by reference to Exhibit 2.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, filed on August 14, 2013. | ||||
| 2.3 | Agreement and Plan of Merger dated as of June 2, 2014, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 2.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, filed on August 11, 2014. | ||||
| 2.4 | Amendment of Agreement and Plan of Merger dated as of September 9, 2014, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 10, 2014. | ||||
| 2.5 | Second Amendment of Agreement and Plan of Merger dated as of December 31, 2014, by and among Par Petroleum Corporation, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholder’s Representative. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2015. | ||||
| 2.6 | Third Amendment to Agreement and Plan of Merger dated as of March 31, 2015, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed on April 2, 2015. | ||||
| 2.7 | Unit Purchase Agreement, dated as of June 13, 2016, between Par Wyoming, LLC and Black Elk Refining, LLC. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 15, 2016. | ||||
| 2.8 | First Amendment to Unit Purchase Agreement dated as of July 14, 2016, between Par Wyoming, LLC and Black Elk Refining, LLC. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on July 15, 2016. | ||||
| 2.9 | Purchase and Sale Agreement dated as of November 26, 2018, among Par Petroleum, LLC, TrailStone NA Oil & Refining Holdings, LLC, and solely for certain purposes specified therein, the Company. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed on November 30, 2018. # | ||||
| 2.10 | Amendment No. 1 to Purchase and Sale Agreement dated as of January 11, 2019, among Par Petroleum, LLC, TrailStone NA Oil & Refining Holdings, LLC and Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on January 14, 2019. | ||||
| 2.11 | Equity and Asset Purchase Agreement dated as of October 20, 2022, by and among Exxon Mobil Corporation, ExxonMobil Oil Corporation and ExxonMobil Pipeline Company, LLC, as sellers, and Par Montana, LLC and Par Montana Holdings, LLC, as purchaser entities, and solely for the limited purposes set forth therein, Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 20, 2022.## | ||||
| 2.12 | First Amendment to Equity and Asset Purchase Agreement dated as of June 1, 2023, by and among Exxon Mobil Corporation, ExxonMobil Oil Corporation and ExxonMobil Pipeline Company, LLC, as sellers, and Par Montana, LLC, Par Montana Holdings, LLC, and Par Rocky Mountain Midstream, LLC, as purchaser entities, and solely for the limited purposes set forth therein, Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023. | ||||
| 2.13 | Equity Contribution Agreement, dated as of July 21, 2025, by and among Hawaii Renewables, LLC, Par Pacific Holdings, Inc. and Alohi Renewable Energy, LLC. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 21, 2025.## | ||||
| 3.1 | Restated Certificate of Incorporation of the Company dated October 20, 2015. Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 20, 2015. | ||||
| 3.2 | Second Amended and Restated Bylaws of the Company dated October 20, 2015. Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on October 20, 2015. | ||||
| 4.1 | Form of the Company’s Common Stock Certificate. Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2014. | ||||
| 4.2 | Stockholders Agreement dated April 10, 2015. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 13, 2015. | ||||
| 4.3 | Par Pacific Holdings, Inc. 2026 Long-Term Incentive Plan. Incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the Commission on March 20, 2026. | ||||
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| 4.4 | Indenture, dated as of May 14, 2026, among Par Petroleum, LLC, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 14, 2026. | ||||
| 4.5 | Form of 7.375% Senior Notes due 2034 (Incorporated by reference to Exhibit A to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on May 14, 2026). | ||||
| 10.1 | Employment Offer Letter with Jerry Stumbo dated August 19, 2026.* **** | ||||
| 10.2 | Form of Award of Amended and Restated Performance Restricted Stock Units.* **** | ||||
| 10.3 | Amendment #3 to the Par Pacific Holdings, Inc. Severance Plan for Senior Officers, dated as of November 2, 2026.* **** | ||||
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * | ||||
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * | ||||
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. ** | ||||
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. ** | ||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.* | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Documents.* | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.* | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.* | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* | ||||
* Filed herewith.
** Furnished herewith.
**** Management contract or compensatory plan or arrangement.
# Portions of this exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
## Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PAR PACIFIC HOLDINGS, INC. (Registrant) | ||||||||||||||
| By: | /s/ William Monteleone | |||||||||||||
William Monteleone | ||||||||||||||
President and Chief Executive Officer | ||||||||||||||
| By: | /s/ Shawn Flores | |||||||||||||
| Shawn Flores | ||||||||||||||
| Senior Vice President and Chief Financial Officer | ||||||||||||||
Date: November 4, 2026