Par Pacific plans $500M senior notes offering

Par Pacific Holdings plans a private placement of $500 million in senior unsecured notes due 2034 through its subsidiary Par Petroleum, subject to market conditions.

Rhea-AI Filing Summary

Par Pacific Holdings plans a private placement of $500 million in senior unsecured notes due 2034 through its subsidiary Par Petroleum, subject to market conditions. The notes will be guaranteed by Par Pacific and key subsidiaries.

The company intends to use the net proceeds, along with cash or borrowings under its asset-based revolving credit facility, to repay and terminate Par Petroleum’s term loan due 2030. Separately, Par Pacific outlines expectations for a new asset-based revolving credit facility of up to $1.8 billion and reports twelve-month Adjusted EBITDA of 714,865 (dollars in thousands) and Adjusted Net Income attributable to stockholders of 478,956 (dollars in thousands) for the period ended March 31, 2026.

Insights

Capital structure and credit analyst

Par Pacific is refinancing debt with a new $500M notes deal and larger ABL.

Par Pacific is pursuing a private placement of $500 million senior unsecured notes due 2034, with guarantees from the parent and key subsidiaries. Management plans to use proceeds plus cash or ABL borrowings to fully repay a term loan maturing in 2030, extending debt maturities.

The company also describes an expected new senior secured asset-based revolving credit facility of up to $1.8 billion, with a $500 million incremental feature and sublimits for swing loans and letters of credit. This facility would support working capital, capital expenditures and general corporate purposes, subject to borrowing base conditions and customary covenants.

On an operating basis, Par Pacific reports twelve-month Net income attributable to stockholders of 454,241 (dollars in thousands) and Adjusted EBITDA of 714,865 (dollars in thousands) for the period ended March 31, 2026. These figures help frame leverage against the contemplated notes and revolving credit capacity, though actual impact will depend on final terms and utilization.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Senior notes offering size: $500 million Proposed New ABL capacity: $1.8 billion New ABL incremental facility: $500 million +5 more

8 metrics

Senior notes offering size $500 million Aggregate principal amount of senior unsecured notes due 2034

Proposed New ABL capacity $1.8 billion Expected aggregate principal amount of new asset-based revolving credit facility

New ABL incremental facility $500 million Additional incremental facility under expected New ABL

Adjusted EBITDA $714,865,000 Twelve months ended March 31, 2026 (dollars in thousands table)

Adjusted Net Income $478,956,000 Twelve months ended March 31, 2026 attributable to stockholders

Net income attributable to stockholders $454,241,000 Twelve months ended March 31, 2026 (dollars in thousands)

Refining capacity 219,000 bpd Combined refining capacity across four locations in western United States

Storage capacity 13 million barrels Energy infrastructure network storage owned and operated by Par Pacific

Key Terms

senior unsecured notes, Rule 144A, Asset-Based Revolving Credit Facility, Adjusted EBITDA, +2 more

6 terms

senior unsecured notes financial

"aggregate principal amount of senior unsecured notes due 2034"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

Rule 144A regulatory

"private placement pursuant to Rule 144A and Regulation S under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Asset-Based Revolving Credit Facility financial

"the Company’s senior secured asset-based revolving credit facility (the “ABL Credit Facility”)"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

Adjusted EBITDA financial

"Adjusted EBITDA, which are non-GAAP financial measures used by management"

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 Identification Numbers regulatory

"mark-to-market losses (gains) associated with our net Renewable Identification Numbers (“RINs”) liability"

Renewable identification numbers (RINs) are unique, tradeable credits generated for each unit of qualifying renewable fuel produced or blended, similar to coupons that prove a seller met a clean-fuel requirement. Regulators require fuel suppliers to retire or trade these credits to show compliance, so RIN prices act like a market signal that affects fuel producers’ margins, refinery costs and investors’ outlooks on companies exposed to biofuel mandates.

Washington Climate Commitment Act regulatory

"net obligation associated with the Washington Climate Commitment Act (“Washington CCA”) and Clean Fuel Standard"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt offering did Par Pacific Holdings (PARR) announce in this 8-K?

Par Pacific plans a private placement of $500 million in senior unsecured notes due 2034 through its subsidiary Par Petroleum. The notes will be offered under Rule 144A and Regulation S and are expected to be fully and unconditionally guaranteed by Par Pacific and certain subsidiaries.

How will Par Pacific (PARR) use the proceeds from the $500 million notes?

Par Pacific intends to use net proceeds from the $500 million notes, together with cash on hand or ABL borrowings, to repay all principal outstanding under Par Petroleum’s term loan due 2030 and terminate that facility. This shifts debt from a 2030 term loan into 2034 senior notes.

What are the key terms of Par Pacific’s proposed new ABL Credit Facility?

The proposed New ABL is expected to be a senior secured asset-based revolving credit facility of up to $1.8 billion, with a $500 million incremental feature. It would mature five years after closing, include swing loan and letter-of-credit sublimits, and bear interest at SOFR plus a margin tied to availability.

What recent financial performance does Par Pacific (PARR) highlight in this filing?

For the twelve months ended March 31, 2026, Par Pacific reports Net income attributable to stockholders of 454,241 (dollars in thousands). Adjusted Net Income attributable to stockholders was 478,956 (dollars in thousands), and Adjusted EBITDA reached 714,865 (dollars in thousands), illustrating substantial operating cash-flow generation.

How does Par Pacific (PARR) define and use Adjusted EBITDA in this disclosure?

Par Pacific defines Adjusted EBITDA starting from Adjusted Net Income and adding items such as depreciation, interest, income taxes and certain noncontrolling interest adjustments. Management uses Adjusted EBITDA to assess asset performance, cash generation capacity, and returns, supplementing but not replacing GAAP measures.

Are Par Pacific’s new notes and guarantees registered with the SEC?

No, the notes and related guarantees are not registered under the Securities Act or state securities laws. They may only be offered and sold pursuant to exemptions, primarily to qualified institutional buyers and certain non-U.S. persons in transactions exempt from registration requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 08:26 AM Learn about SEC filing dates

false 0000821483 0000821483 2026-05-11 2026-05-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2026

Par Pacific Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-36550		84-1060803
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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

(281) 899-4800

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value		PARR		New York Stock Exchange
(indicate by check mark)
				NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 7.01 Regulation FD Disclosure.

On May 11, 2026, Par Pacific Holdings, Inc. (the “Company”) issued a press release announcing that, subject to market conditions, Par Petroleum, LLC, a wholly owned subsidiary of the Company (the “Issuer”), intends to offer (the “Offering”) for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), $500 million in aggregate principal amount of senior unsecured notes due 2034 (the “Notes”). The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.

The Exhibit 99.2 to this Current Report contains certain sections from the preliminary offering memorandum of the Issuer relating to the Offering.

The information in Item 7.01 of this Current Report and Exhibit 99.1 and Exhibit 99.2 attached hereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated by reference. The furnishing of information in this Current Report, including Exhibit 99.1 and Exhibit 99.2, is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report, including Exhibit 99.1 and Exhibit 99.2, is material or complete, or that investors should consider this information before making an investment decision with respect to any securities of the Company, the Issuer or their affiliates.

The offer and sale of the Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, these securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This Current Report shall not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities or any other securities, nor shall there be any sale of these securities or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated May 11, 2026, announcing the commencement of the Offering.
99.2		Excerpts from preliminary offering memorandum relating to the Offering.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

Date: May 11, 2026

PAR PACIFIC HOLDINGS, INC.
By:		/s/ Jeffrey R. Hollis
		Jeffrey R. Hollis
		Senior Vice President, General Counsel and Secretary

Exhibit 99.1

Par Pacific Announces Private Placement of $500 Million of Senior Notes

HOUSTON, May 11, 2026 – Par Pacific Holdings, Inc. (NYSE and NYSE Texas: PARR) (“Par Pacific” or the “Company”) announced today that, subject to market conditions, Par Petroleum, LLC, a wholly owned subsidiary of Par Pacific (“Par Petroleum”), intends to offer (the “Offering”) for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), $500 million in aggregate principal amount of senior unsecured notes due 2034 (the “Notes”). The Notes are expected to be fully and unconditionally guaranteed on a senior unsecured basis by Par Pacific and each of Par Petroleum’s subsidiaries that guarantees the Company’s senior secured asset-based revolving credit facility (the “ABL Credit Facility”) at the closing of the Offering.

The Company intends to use the net proceeds from the Offering, together with cash on hand or borrowings under the ABL Credit Facility, to repay all of the aggregate principal balance under and terminate Par Petroleum’s term loan due 2030.

The offer and sale of the Notes and the related guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, these securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company plans to offer and sell these securities only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities or any other securities, nor shall there be any sale of these securities or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

About Par Pacific

Par Pacific Holdings, Inc. (NYSE and NYSE Texas: PARR), headquartered in Houston, Texas, is a growing energy company providing both renewable and conventional fuels to the western United States. Par Pacific owns and operates 219,000 bpd of combined refining capacity across four locations in Hawaii, the Pacific Northwest and the Rockies, and an extensive energy infrastructure network, including 13 million barrels of storage, and marine, rail, rack, and pipeline assets. In addition, Par Pacific operates the Hele retail brand in Hawaii and the “nomnom” convenience store chain in the Pacific Northwest. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado.

Forward-Looking Statements

This news release includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include, without limitation, statements about the proposed Offering, the intended use of proceeds therefrom and other aspects of the Offering and the Notes. Forward-looking statements are subject to certain risks, trends and uncertainties, such as the risks and uncertainties detailed in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents that the Company files with the Securities and Exchange Commission. The Company cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should any of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this news release. Except as required by applicable law, the Company does not intend to update or revise any forward-looking statements made herein or any other forward-looking statements as a result of new information, future events or otherwise.

Investor Contact:

Ashimi Patel Vitter

VP, Investor Relations & Sustainability

(832) 916-3355

apatel@parpacific.com

Exhibit 99.2

References to “Par,” “Par Pacific,” the “Company,” “we,” “our” or “us” in this Exhibit 99.2 (this “Exhibit”) refer to Par Pacific Holdings, Inc. and its consolidated subsidiaries taken as a whole, unless the context otherwise provides.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements included in this Exhibit 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 Securities and Exchange Commission (the “SEC”), all of which may be amended from time to time.

Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors including, without limitation:

• the Russia-Ukraine war, military conflicts in the Middle East, 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;

• the New ABL (as defined herein) may not be executed on our expected timeline or at all or on terms that we expect;

• 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 (“Hawaii Renewables”) 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.

1

These and other forward-looking statements could cause the actual results, performance, or achievements of Par and its subsidiaries to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act, and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws.

The forward-looking statements included in this Exhibit 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 the risk factors set forth under the section titled “Risk Factors” included in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements included in this Exhibit 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 the factors described above and under the sections titled “Critical Accounting Estimates” and “Risk Factors” included in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Each forward-looking statement speaks only as of the date of our Current Report on Form 8-K to which this Exhibit is attached (the “Form 8-K”). 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, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

PAR PACIFIC HOLDINGS, INC.

Business Strategies

We are a growth-oriented energy company providing both renewable and conventional fuels to the western United States. Our objective is to acquire and develop market-leading energy and infrastructure businesses in logistically complex, niche markets, with a focus on operational efficiency while maintaining a strong balance sheet. Historically, our growth profile has been underpinned by successful acquisitions. We expect continued growth based on a portfolio of internal growth projects and strategic transactions. We intend to achieve these objectives through the following business strategies:

• Produce and Sell in Logistically Complex Markets: Operating in unique and logistically complex markets like Hawaii, Washington and the Rocky Mountains allows us to position ourselves as the low-cost local supplier, capturing superior returns unavailable to refiners in oversupplied regions.

• Vertical Integration: We have and will continue to look for opportunities to expand our integrated logistics network across the value chain. To date, we have four refineries with a total refining capacity of 219,000 bpd. Our integrated logistics network includes 13 million barrels of storage, as well as marine and rail distribution capabilities and 549 miles of pipelines. As of the date of the Form 8-K, we have 115 fuel retail locations across Hawaii and the Pacific Northwest.

• Pursue Attractive Growth Opportunities: We employ a disciplined strategy to identify and execute high-return projects. Our approach centers on optimizing our existing asset base in targeted, logistically advantaged markets through a combination of selective growth projects, targeted bolt-on acquisitions, and strategic partnerships.

2

• Organic Growth Opportunities: We continue to evaluate and pursue attractive organic growth opportunities across our asset base, with a focus on low-capital, high-return projects in our existing markets. Most notably, in October 2025, we announced the closing of Hawaii Renewables, our joint venture with Alohi Renewables Energy, LLC to develop the new renewable fuels facility co-located with our Hawaii refinery, which commenced operations in April 2026 and is designed to produce approximately 61 million gallons annually of renewable diesel, sustainable aviation fuel, renewable naphtha, and low-carbon liquified petroleum gases.

• Growth Through Targeted Acquisitions: We have a demonstrated track record of successful and opportunistic acquisitions. Over the past decade, we have acquired a total of $1.3 billion in net assets and have integrated these assets into a growing, vertically integrated, enterprise with downstream, midstream, and retail assets focused on the Western United States.

Competitive Strengths

We believe we are well-positioned to successfully execute our business strategies through the following competitive strengths:

• Operate in Markets with Strong Positions: Given the scarcity of land in Hawaii, high real estate costs and logistical complexity, our 87 retail locations (inclusive of 33 company-operated convenience stores) across four islands are well-positioned to generate strong profitability. Similarly, in the Pacific Northwest, our local asset base (comprised of 28 retail locations) serves a growing population in the region and allows reliable, strong returns. Stable and growing contribution from our retail operations mitigate the inherent volatility of the refining business.

• Vertically Integrated Platform Focused on Production and Logistics: We continue to look for synergistic and strategic bolt-on acquisitions that align with our strategy to further expand our platform and allow us to fully service our end customers. Our decade-long history of vertically integrated transactions includes the acquisitions of U.S. Oil & Refining Co. in January 2019 (our Tacoma, Washington refinery and associated logistics assets, including a unit train facility, marine terminal with deep water access, and significant tankage) and the high-conversion, complex refinery located in Billings, Montana and certain associated logistics assets (including seven refined product terminals across the upper Rockies and a 40% ownership interest in the Yellowstone Pipeline) in June 2023.

• Higher Margins from Peer-Leading Distillate Yield: Our system-wide product yield is heavily weighted towards higher-margin distillates. We have a peer-leading distillate cut with a total distillate and LSFO yield of 53% for the twelve months ended March 31, 2026, driving margins higher. Included in this distillate production is an industry-leading jet fuel yield of over 15%. Hawaii is a unique market with above average jet fuel demand from long-haul domestic and international flights and local utility demand for LSFO for a significant portion of the State’s power generation needs.

• Diversity of Crude Slate: We utilize a diverse crude slate tailored to the specific capabilities and market locations of our refineries to process cost-advantaged inland, North American crudes (55% system-wide exposure for the twelve months ended March 31, 2026, 20% of which is exposure to WCS heavy crude). Our mainland refineries benefit from direct pipeline and rail connection to inland crudes. Our refining system is well-diversified with a wide range of both inland and waterborne feedstock sources, allowing us to maximize flexibility and adapt to changing market conditions.

• Conservative Leverage Profile: We continue to maintain and target a ratio of gross term debt to Retail and Logistics annual Adjusted EBITDA of 3 – 4x. Currently, we are at the low end of this target range, which provides flexibility to pursue various strategic initiatives. For the twelve months ended March 31, 2026, net income was approximately $443.6 million. As of March 31, 2026, on an as adjusted basis after giving effect to the private placement (the “offering”) of our senior unsecured notes due 2034 (the “Notes”) and the application of the net proceeds therefrom, together with cash on hand or borrowings under the ABL Credit Facility (as defined herein), to repay all of the aggregate principal balance under and terminate a Term Loan Credit Agreement due 2030 (the “Term Loan Credit Agreement”), and assuming the closing of the New ABL, we had pro forma liquidity of approximately $799.7 million (comprised of $34.2 million of cash and cash equivalents and $765.5 million of estimated initial availability under the New ABL), net debt of approximately $792.8 million and net leverage of approximately 1.1x, based on Adjusted EBITDA of approximately $714.9 million for the twelve months ended March 31, 2026.

3

Recent Developments

Proposed New ABL Credit Facility

We currently expect to enter into an Amended and Restated Asset-Based Revolving Credit Agreement (the “New ABL”) with a group of lenders and Wells Fargo Bank, National Association (“Wells Fargo Bank”), as agent, issuing bank and swing lender, to amend and restate, increase and extend our existing Asset-Based Revolving Credit Agreement (as amended or otherwise modified prior to the effectiveness of such amendment and restatement, the “Existing ABL”). References to the “ABL Credit Facility” in this Exhibit refer to (i) the Existing ABL prior to the effectiveness of the New ABL and (ii) the New ABL after the effectiveness of the New ABL. We expect the New ABL will have terms substantially similar to the Existing ABL, except with respect to certain covenants and borrowing capacity thereunder (which we currently expect to be higher than the Existing ABL). However, there can be no assurance that the New ABL will be executed on our expected timeline or at all or on the terms that we expect. The offering of the Notes and the termination of the Term Loan Credit Agreement are not conditioned upon the entry into the New ABL.

The New ABL is expected to be a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $1.8 billion with a $500 million incremental facility, which is expected to be 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 New ABL is expected to provide 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 New ABL is expected to mature five years from the closing date of the New ABL.

Loans under the New ABL are expected to bear interest at an annual rate equal to (i) 1.25% plus Secured Overnight Financing Rate (“SOFR”) plus a base rate, if the credit parties’ quarterly excess availability is greater than 50.0%, (ii) 1.50% plus SOFR plus a base rate, if the credit parties’ quarterly excess availability is more than 30.0% but less than 50.0%, or (iii) 1.75% plus SOFR plus a base rate, if the credit parties’ quarterly excess availability is less than 30.0%. All borrowings under the New ABL are expected to be subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties. The credit parties also expect to be required to pay a commitment fee on the unutilized commitments and pay customary letter of credit fees.

The New ABL is expected to contain customary covenants for a financing of this type and to require the credit parties in certain circumstances to comply with a minimum fixed charge coverage ratio test, and to contain other customary restrictive covenants that limit the credit parties’ ability and the ability of their 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.

NON-GAAP FINANCIAL MEASURES

We refer in this Exhibit to Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA, which are non-GAAP financial measures used by management as supplemental measures in evaluating operating performance. These non-GAAP financial 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.

4

We believe Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA are useful supplemental financial measures that allow management and investors to assess the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis, the ability of our assets to generate cash to pay interest on our indebtedness, and our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure.

Beginning with financial results reported for the second quarter of 2023, Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA exclude our portion of interest, taxes, and depreciation expense from our refining and logistics investments acquired on June 1, 2023.

Beginning with financial results reported for the fourth quarter of 2023, Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA also exclude all hedge losses (gains) associated with our Washington ending inventory and last-in, first-out (“LIFO”) layer increment impacts associated with our Washington inventory. In addition, we have modified our environmental obligation mark-to-market adjustment to include only the mark-to-market losses (gains) associated with our net Renewable Identification Numbers (“RINs”) liability and net obligation associated with the Washington Climate Commitment Act (“Washington CCA”) and Clean Fuel Standard. This modification was made as part of our change in how we estimate our environmental obligation liabilities.

Beginning with financial results reported for the fourth quarter of 2023, Adjusted Net Income (Loss) attributable to Par Pacific stockholders excludes unrealized interest rate derivative losses (gains) and all Laramie Energy related impacts with the exception of cash distributions. We have recast Adjusted Net Income (Loss) attributable to Par Pacific stockholders for prior periods when reported to conform to the modified presentation.

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

Effective as of the fourth quarter of 2024, we have modified our definition of Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA to align the accounting treatment for deferred turnaround costs from our refining and logistics investments with our accounting policy. Under this approach, we exclude our share of their turnaround expenses, which are recorded as period costs in their financial statements, and instead defer and amortize these costs on a straight-line basis over the period estimated until the next planned turnaround. This modification enhances consistency and comparability across reporting periods.

Beginning with 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 also excludes other operating gains and losses (which primarily includes the impacts of the noncash remeasurement of our environmental liabilities). This modification improves comparability between periods by excluding non-cash gains and losses that do not reflect ongoing underlying business operations.

Beginning with the financial results reported for the fourth quarter of 2025, Adjusted EBITDA includes the Adjusted Net Income (Loss) attributable to noncontrolling interests associated with our joint venture established on October 21, 2025.

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Adjusted Net Income (Loss) Attributable to Par Pacific Stockholders and Adjusted EBITDA

Adjusted Net Income (Loss) attributable to Par Pacific stockholders is defined as Net income (loss) attributable to Par Pacific stockholders excluding:

• inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);

• Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our RINs and Washington CCA and Clean Fuel Standard);

• unrealized (gain) loss on derivatives;

• acquisition and integration costs;

• redevelopment and other costs related to Par West;

• debt extinguishment and commitment costs;

• increase in (release of) tax valuation allowance and other deferred tax items;

• changes in the value of contingent consideration and common stock warrants;

• severance costs and other non-operating expense (income);

• 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 noncash remeasurement of our environmental liabilities); and

• noncontrolling interest impact of non-GAAP adjustments.

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Adjusted EBITDA is defined as Adjusted Net Income (Loss) attributable to Par Pacific stockholders plus Adjusted Net Income (Loss) attributable to noncontrolling interests excluding:

• Depreciation and amortization (“D&A”);

• interest expense and financing costs, net, excluding 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.

The following table presents a reconciliation of Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income (loss) attributable to Par Pacific stockholders, on a historical basis for the periods indicated:

		Twelve Months Ended March 31,
		2026
		(unaudited)
		(dollars in thousands)
Net income (loss) attributable to Par Pacific stockholders		$	454,241
Inventory valuation adjustment			(76,739	)
Environmental obligation mark-to-market adjustments			(48,822	)
Unrealized (gain) loss on derivatives			59,927
Acquisition and integration costs			4,399
Par West redevelopment and other costs			13,796
Debt extinguishment and commitment costs			1,184
Changes in valuation allowance and other deferred tax items			117,944
Severance costs and other non-operating expense			825
Equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions			(31,761	)
Par’s portion of accounting policy differences from refining and logistics investments			(1,990	)
Other operating loss (gain), net			(6,370	)
Noncontrolling interest impact of non-GAAP adjustments			(7,678	)
Adjusted Net Income (Loss) attributable to Par Pacific stockholders			478,956
Adjusted Net Loss attributable to noncontrolling interests(1)			(2,924	)
Depreciation, depletion, and amortization			142,199
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain)			76,231
Laramie Energy, LLC cash distributions to Par			—
Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments			8,330
Income tax expense (benefit)			12,073
Adjusted EBITDA		$	714,865

(1) 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.

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Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 7.0 KB
• EX-99.2 EX-99.2 69.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB