Par Pacific cuts term loan margin, adds $25M LC for renewables

Par Pacific Holdings, Inc. has amended its existing term loan and strengthened credit support for its renewable fuels joint venture.

Rhea-AI Filing Summary

Par Pacific Holdings, Inc. has amended its existing term loan and strengthened credit support for its renewable fuels joint venture. The company entered into Amendment No. 3 to its Term Loan Credit Agreement, reducing the applicable margin by 50 basis points so that base rate loans now bear interest at the base rate plus 2.25% and SOFR loans bear interest at 3.25% over SOFR. This lowers ongoing borrowing costs under the term loan facility.

Separately, Hawaii Renewables, LLC, a Par Pacific joint venture related to renewable fuels, entered into an uncommitted Letter of Credit Facility Agreement with Wells Fargo, under which Wells Fargo may issue up to $25,000,000 in documentary letters of credit. These letters of credit can be used to pay suppliers of crude oil and soybean oil under supply contracts. To support these arrangements, Hawaii Renewables replaced its prior pledge and security agreement with an amended and restated version that modifies the collateral pledged to Wells Fargo for obligations under the swap, derivatives, and letter of credit documents.

Insights

Credit & Capital Structure Analyst

Par Pacific trims term loan interest costs and secures LC support for its renewable fuels JV.

Par Pacific reduced the applicable margin on its term loan by 50 basis points, setting base rate loans at base plus 2.25% and SOFR loans at SOFR plus 3.25%. This directly lowers cash interest expense on that facility and slightly improves after-tax cash flow, with the benefit scaling to whatever principal remains outstanding under the term loan.

Hawaii Renewables, LLC, the renewable fuels joint venture, added an uncommitted Letter of Credit Facility Agreement with Wells Fargo for up to $25,000,000 in documentary letters of credit. These can be used to pay crude oil and soybean oil suppliers under existing contracts, which supports procurement and working capital needs without necessarily drawing additional cash debt.

The amended and restated pledge and security agreement broadens or adjusts the collateral package securing obligations under the swap framework, ISDA agreement, and the new LC facility. Future disclosures around utilization of the $25,000,000 LC capacity and any further changes to the term loan could clarify how actively these tools are used in the renewable fuels strategy.

8-K Event Classification

2 items: 1.01, 2.03

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

FAQ

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

What did Par Pacific Holdings (PARR) change in its term loan agreement?

Par Pacific entered into Amendment No. 3 to its Term Loan Credit Agreement, reducing the Applicable Margin by 50 basis points so base rate loans now bear interest at the base rate plus 2.25% and SOFR loans at 3.25% over SOFR.

How does the new letter of credit facility support Par Pacifics renewable fuels JV?

Hawaii Renewables, LLC entered into an uncommitted Letter of Credit Facility Agreement with Wells Fargo, under which Wells Fargo may issue up to $25,000,000 in documentary letters of credit to pay suppliers of crude oil and soybean oil under supply contracts.

What is the purpose of the Amended and Restated Pledge and Security Agreement for PARR?

The Amended and Restated Pledge and Security Agreement modifies the scope of collateral that Hawaii Renewables, LLC grants to Wells Fargo to secure its obligations under the Framework Agreement, ISDA Agreement, the new Letter of Credit Facility, and other defined transaction documents.

Which entities are parties to Par Pacifics amended term loan agreement?

Parties include Par Pacific Holdings, Inc., Par Petroleum, LLC, Par Petroleum Finance Corp., the guarantors party to the agreement, Wells Fargo Bank, National Association as administrative agent, and the lenders party to the facility.

How can the $25,000,000 letters of credit be used by Hawaii Renewables, LLC?

Proceeds of drawings under the letters of credit may be used to make payments to suppliers of crude oil and soybean oil when amounts become due under the respective supply contracts.

Which agreements are secured by Hawaii Renewables updated collateral grant?

The updated collateral under the Amended and Restated Pledge and Security Agreement secures obligations under the Framework Agreement for Commodity Swap Transactions, the ISDA Agreement, the Uncommitted LC Facility Agreement, and other defined transaction documents.

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

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Accepted by SEC EDGAR 12/19/2025 - 04:02 PM Learn about SEC filing dates

false 0000821483 0000821483 2025-12-16 2025-12-16

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): December 16, 2025

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 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 1.01 Entry into a Material Definitive Agreement.

Amendment No. 3 to Term Loan Credit Agreement

On December 17, 2025, Par Pacific Holdings, Inc. (“Par Pacific”), Par Petroleum, LLC (“Par LLC”), Par Petroleum Finance Corp. (“Finance Corp.”) and the guarantors party thereto entered into that certain Amendment No. 3 to Term Loan Credit Agreement, dated as of December 17, 2025 (the “TL Amendment”), with Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Term Loan Agent”), and the lenders party thereto. The TL Amendment amends that certain Term Loan Credit Agreement, dated as of February 28, 2023 (as amended, supplemented or otherwise modified, the “Term Loan Agreement”), among Par Pacific, Par LLC, Finance Corp., the Term Loan Agent and the lenders party thereto.

The TL Amendment provided for, among other things, a reduction in the Applicable Margin under the Term Loan Agreement by 50 basis points, such that base rate loans and SOFR loans will bear interest at the applicable base rate plus 2.25% and 3.25%, respectively.

The foregoing description of the TL Amendment is qualified in its entirety by reference to the TL Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Amended and Restated Pledge and Security Agreement

As previously disclosed, on October 2, 2025, Hawaii Renewables, LLC (“HR”), a joint venture of Par Pacific related to renewable fuels, entered into (i) that certain Framework Agreement for Commodity Swap Transactions (the “Framework Agreement”) with Wells Fargo Bank, N.A. (“Wells Fargo”), (ii) that certain International Swaps and Derivatives Association 2002 Master Agreement and Schedule (the “ISDA Agreement”), with Wells Fargo, and (iii) that certain Pledge and Security Agreement with Wells Fargo (the “Existing Pledge and Security Agreement”). In connection with the Framework Agreement and the ISDA Agreement, on December 16, 2025, HR entered into that certain Letter of Credit Facility Agreement (the “Uncommitted LC Facility Agreement”) with Wells Fargo, pursuant to which Wells Fargo agreed, in its sole discretion, to consider issuing documentary letters of credit for the account of HR in the maximum available amount of $25,000,000 in the aggregate. Proceeds of drawings under such letters of credit may be used to make payments to HR’s suppliers of crude oil and soybean oil when due and payable under the respective supply contracts.

In connection with the Framework Agreement, the ISDA Agreement and the Uncommitted LC Facility Agreement, on December 16, 2025, HR entered into that certain Amended and Restated Pledge and Security Agreement (the “A&R Pledge and Security Agreement”) with Wells Fargo. The A&R Pledge and Security Agreement amends and restates the Existing Pledge and Security Agreement to provide for, among other things, a modification to the scope of the Collateral (as defined in the A&R Pledge and Security Agreement) on which HR grants a security interest in favor of Wells Fargo to secure the obligations of HR under the Framework Agreement, the ISDA Agreement, the Uncommitted LC Facility Agreement and the other Transaction Documents (as defined in the Framework Agreement).

The foregoing description of the A&R Pledge and Security Agreement is qualified in its entirety by reference to the A&R Pledge and Security Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1*		Amendment No. 3 to Term Loan Credit Agreement, dated as of December 17, 2025, by and among Par Pacific Holdings, Inc., Par Petroleum, LLC, Par Petroleum Finance Corp., the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto.
10.2*		Amended and Restated Pledge and Security Agreement, dated as of December 16, 2025, between Hawaii Renewables, LLC and Wells Fargo Bank, N.A.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* 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.

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: December 19, 2025

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