Par Pacific (NYSE: PARR) exits Laramie stake in $485M asset deal

Rhea-AI Filing Summary

Par Pacific Holdings, Inc. (PARR) announced that Laramie Energy, LLC, in which Par Pacific holds a 46% non-controlling ownership interest, has signed a definitive agreement to sell substantially all of its oil and gas assets to a third-party purchaser for $485 million in cash, including $60 million payable on the fifth anniversary of closing, subject to working capital and other customary adjustments.

The seller may also receive up to an additional $65 million in price-contingent earn-out payments over the first through fifth anniversaries after closing. Net of Laramie’s debt repayment, adjustments and fees, Par Pacific expects to receive approximately $146 million of the consideration, including about $27.5 million deferred to the fifth anniversary, and it is eligible for up to approximately $30 million of the earn-out. Upon closing, Par Pacific will fully exit its investment in Laramie Energy. The transaction is expected to close by the end of 2026, subject to regulatory approvals and customary closing conditions.

Positive

• Par Pacific expects to receive approximately $146 million in cash consideration from the Laramie Energy asset sale, with eligibility for up to an additional $30 million in earn-out payments, and will fully exit its investment in Laramie Energy, simplifying its portfolio.

Negative

• None.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

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

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Cash purchase price: $485 million Deferred cash at fifth anniversary: $60 million Potential earn-out to seller: $65 million +5 more

8 metrics

Cash purchase price $485 million Cash consideration for substantially all of Laramie Energy’s oil and gas assets

Deferred cash at fifth anniversary $60 million Portion of the $485 million purchase price payable on fifth anniversary of closing

Potential earn-out to seller $65 million Aggregate potential price-contingent earn-out over first through fifth anniversaries

Par Pacific ownership interest 46% Non-controlling ownership interest in Laramie Energy

Expected consideration to Par Pacific $146 million Net of Laramie debt repayment, closing adjustments and fees

Deferred amount to Par Pacific $27.5 million Portion of Par Pacific’s expected consideration payable on fifth anniversary

Potential earn-out to Par Pacific $30 million Maximum approximate share of seller’s earn-out payments

Refining capacity 219,000 bpd Combined refining capacity across four locations in Hawaii, the Pacific Northwest and the Rockies

Key Terms

non-controlling ownership interest, definitive agreement, working capital and other customary closing date adjustments, price-contingent earn-out payments, +1 more

5 terms

non-controlling ownership interest financial

"in which the Company owns a 46% non-controlling ownership interest"

An ownership stake in a company that does not give the holder the power to control management or set major policies, typically because the holder lacks majority voting rights or board control. Like owning a minority share of a jointly owned car, you share in gains, losses and some rights, but you cannot make unilateral decisions. This matters to investors because it limits influence over strategy, affects how the stake is reported in financial statements, and shapes the investor’s exposure to risks and returns.

definitive agreement financial

"entered into a definitive agreement (the “Agreement”) with a third-party"

A definitive agreement is a formal, legally binding document that outlines the final terms and conditions of a deal or transaction, such as a sale or partnership. It acts like a detailed contract that confirms all parties have agreed on the key details, making the deal official. For investors, it signals that the agreement is settled and moving toward completion, providing clarity and security about the transaction.

working capital and other customary closing date adjustments financial

"subject to working capital and other customary closing date adjustments"

price-contingent earn-out payments financial

"eligible to receive potential price-contingent earn-out payments from the Purchaser"

forward-looking statements regulatory

"includes certain “forward-looking statements” within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What transaction did PARR announce involving Laramie Energy?

Par Pacific reported that Laramie Energy, in which it holds a 46% non-controlling interest, entered into a definitive agreement to sell substantially all of its oil and gas assets for $485 million in cash, subject to working capital and other customary closing adjustments, plus potential earn-out payments.

How much cash is Par Pacific (PARR) expected to receive from the Laramie Energy sale?

Par Pacific expects to receive approximately $146 million of the transaction consideration, net of Laramie’s debt repayment, closing adjustments and fees. About $27.5 million of this amount is payable on the fifth anniversary of the closing date, with additional potential earn-out participation.

What are the earn-out terms related to the Laramie Energy transaction for PARR?

The purchaser may pay Laramie Energy up to $65 million in price-contingent earn-out payments over the first through fifth anniversaries after closing. Par Pacific is eligible to receive up to approximately $30 million of these earn-out payments, based on its ownership interest.

Will Par Pacific (PARR) remain invested in Laramie Energy after the transaction closes?

No. In connection with the closing of the transaction, Par Pacific states that it will exit its investment in Laramie Energy, thereby eliminating its non-controlling ownership interest in that entity.

When is the Laramie Energy asset sale involving PARR expected to close?

The transaction is expected to close by the end of 2026, subject to regulatory approvals and the satisfaction of customary closing conditions, including working capital and other standard closing-date adjustments.

What is the total potential value of the Laramie Energy asset sale mentioned by PARR?

The base cash consideration is $485 million, including $60 million payable on the fifth anniversary of closing. In addition, the seller may receive up to $65 million in aggregate price-contingent earn-out payments over the five years following closing.

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Understanding 8-K Material Events →

Available on EDGAR 08/25/2026 - 05:27 PM Accepted by SEC EDGAR 08/25/2026 - 05:26 PM Learn about SEC filing dates

false 0000821483 0000821483 2026-08-25 2026-08-25 0000821483 parr:CommonStockCustomMember 2026-08-25 2026-08-25 0000821483 parr:CommonStock001ParValueCustomMember 2026-08-25 2026-08-25

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): August 25, 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
Common stock, $0.01 par value	PARR	NYSE Texas, Inc.

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 August 25, 2026, the Company issued a press release announcing the signing of the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
 

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the 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 such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K, including Exhibit 99.1, includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, 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 expected timing of the closing of the Transaction and other aspects of the Transaction. 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 Current Report on Form 8-K. 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.

Item 8.01         Other Events.

On August 25, 2026, Laramie Energy, LLC (“Laramie Energy” or the “Seller”), in which Par Pacific Holdings, Inc. (the “Company”) owns a 46% non-controlling ownership interest, entered into a definitive agreement (the “Agreement”) with a third-party purchaser (the “Purchaser”), pursuant to which the Seller agreed to sell substantially all of its oil and gas assets to the Purchaser (the “Transaction”) for $485 million in cash (of which $60 million is payable on the fifth anniversary of the closing date), subject to working capital and other customary closing date adjustments. The Seller is also eligible to receive potential price-contingent earn-out payments from the Purchaser of up to an additional $65 million in the aggregate following the first through fifth anniversaries of the closing date.

In connection with the closing of the Transaction, net of Seller debt repayment and closing adjustments and fees, the Company (a) expects to receive approximately $146 million of the Transaction consideration (of which approximately $27.5 million is payable on the fifth anniversary of the closing date) and is eligible to receive up to approximately $30 million of the earn-out payments, and (b) will exit its investment in Laramie Energy.

The Transaction is expected to close by the end of 2026, subject to regulatory approvals and the satisfaction of customary closing conditions.

Item 9.01         Financial Statements and Exhibits.

(d)          Exhibits.

Exhibit Number		Description
99.1		Press Release, dated August 25, 2026.
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: August 25, 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 Agreement to Sell Laramie Energy Assets

HOUSTON, August 25, 2026 – Par Pacific Holdings, Inc. (NYSE and NYSE Texas: PARR) (“Par Pacific” or the “Company”) announced today that Laramie Energy, LLC (“Laramie Energy” or the “Seller”), in which the Company owns a 46% non-controlling ownership interest, entered into a definitive agreement with a third-party purchaser (the “Purchaser”) to sell substantially all of its oil and gas assets to the Purchaser (the “Transaction”) for $485 million in cash (of which $60 million is payable on the fifth anniversary of the closing date), subject to working capital and other customary closing date adjustments. The Seller is also eligible to receive potential price-contingent earn-out payments from the Purchaser of up to an additional $65 million in the aggregate following the first through fifth anniversaries of the closing date.

In connection with the closing of the Transaction, net of Seller debt repayment and closing adjustments and fees, the Company (a) expects to receive approximately $146 million of the Transaction consideration (of which approximately $27.5 million is payable on the fifth anniversary of the closing date) and is eligible to receive up to approximately $30 million of the earn-out payments, and (b) will exit its investment in Laramie Energy.

The Transaction is expected to close by the end of 2026, subject to regulatory approvals and the satisfaction of customary closing conditions.

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. More information is available at www.parpacific.com.

Forward-Looking Statements

This news release includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 expected timing of the closing of the Transaction and other aspects of the Transaction. 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

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 7.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.0 KB