What is the performance period linked to the PARR CEO’s performance share unit vesting?

The vesting relates to 18,202 performance share unit awards granted on February 16, 2023. These units cover a performance cycle running from January 1, 2023, through December 31, 2025, after which shares were granted and related tax-withholding share dispositions were recorded.

Par Pacific CEO reports stock grant and tax withholding

PAR PACIFIC HOLDINGS, INC.

Accepted by SEC EDGAR 02/25/2026 - 08:48 PM EST

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Form Type

4/A

Rhea-AI Filing Summary

PAR PACIFIC HOLDINGS, INC. President and CEO William Monteleone reported equity compensation activity in common stock. He received a grant of 28,577 shares at $42.86 per share in connection with the vesting of 18,202 performance share unit awards for the 2023–2025 performance cycle.

The company withheld 1,509 shares and 11,245 shares of common stock to satisfy withholding tax liabilities upon vesting, which are reported as tax-withholding dispositions rather than open-market sales. After these transactions, he directly owned 438,845 shares of common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Monteleone William

Role President and CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common stock	1,509	$42.86	$65K
Grant/Award	Common stock	28,577	$42.86	$1.22M
Exercise Price or Tax Liability	Common stock	11,245	$42.86	$482K

Holdings After Transaction: Common stock — 438,845 shares (Direct)

Footnotes (2)

F1. Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.
F2. The shares were granted to the reporting person in connection with the vesting of 18,202 performance share unit awards granted to the reporting person on February 16, 2023, relating to the performance cycle from January 1, 2023, to December 31, 2025.

FAQ

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What insider transactions did PARR CEO William Monteleone report on this Form 4/A?

William Monteleone reported one equity grant and two tax-withholding dispositions of PAR Pacific Holdings common stock. He received 28,577 shares as an award at $42.86 per share and had 1,509 and 11,245 shares withheld to cover tax liabilities tied to vested awards.

Was the PARR CEO’s Form 4/A transaction a stock sale in the open market?

No, the dispositions reported were not open-market sales. Shares were withheld by the company to pay withholding tax liabilities triggered by vesting of restricted and performance-based stock awards, a common administrative mechanism rather than a discretionary sale into the market by the executive.

How many PARR shares were granted to the CEO in this filing and at what price?

The CEO received a grant of 28,577 shares of PAR Pacific Holdings common stock at $42.86 per share. This grant was tied to vesting of 18,202 performance share unit awards covering the performance period from January 1, 2023, through December 31, 2025.

Why were PARR shares withheld from the CEO in this Form 4/A?

The issuer withheld 1,509 and 11,245 shares of PAR Pacific Holdings common stock to satisfy withholding tax liabilities incurred when restricted shares and performance-based awards vested. This tax-withholding disposition avoids the executive needing separate cash to cover related tax obligations.

How many PARR shares does the CEO own directly after these Form 4/A transactions?

Following the reported grant and tax-withholding dispositions, William Monteleone directly owned 438,845 shares of PAR Pacific Holdings common stock. This figure reflects his direct ownership position immediately after the series of equity-compensation-related transactions on February 16, 2026.

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Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Monteleone William

(Last)

(First)

(Middle)

825 TOWN AND COUNTRY LANE

SUITE 1500

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PAR PACIFIC HOLDINGS, INC. [ PARR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	02/16/2026		F		1,509⁽¹⁾	D	$42.86	421,513	D
Common stock	02/16/2026		A		28,577⁽²⁾	A	$42.86	450,090	D
Common stock	02/16/2026		F		11,245⁽¹⁾	D	$42.86	438,845	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.

2. The shares were granted to the reporting person in connection with the vesting of 18,202 performance share unit awards granted to the reporting person on February 16, 2023, relating to the performance cycle from January 1, 2023, to December 31, 2025.

	/s/ William Monteleone	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR