[Form 4] Par Pacific Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Par Pacific Holdings insider William Pate exercised and sold option shares on August 12, 2025. Mr. Pate exercised a 150,000-share option (exercise price $21.44) and a 100,346-share option (exercise price $17.34) and, concurrently, the company effectuated a cash-settlement that resulted in the disposition of 250,346 shares at an effective price of $28.14 per share. After these transactions, Mr. Pate beneficially owns 524,610 shares of common stock. The filings note the 150,000-option grant dated October 12, 2015 (expiring October 11, 2025) and the 100,346-option grant dated February 27, 2018 (expiring February 26, 2026), and state the exercises were completed ahead of option expirations and an anticipated trading window closure.

Positive

• Reporting person retains substantial ownership: 524,610 shares remain beneficially owned after the transactions, indicating ongoing insider stake.
• Transactions comply with insider controls: Exercises were completed ahead of option expirations and anticipated trading window closure, as disclosed.

Negative

• Net disposition of shares: 250,346 shares were disposed of on August 12, 2025, reducing reported beneficial ownership from 674,610 to 524,610 shares.
• Option expirations triggered sales: Exercises were performed due to upcoming option expirations, resulting in immediate disposition rather than long-term retention of those shares.

Insights

Corporate Governance Expert

TL;DR: Insider exercised near-expiring options and cashed out shares; ownership remains material, indicating continued insider stake.

Mr. Pate exercised two non-qualified options approaching expiration and used a cash-settlement mechanism that resulted in 250,346 shares disposed of at an effective $28.14 per share. Post-transaction ownership of 524,610 shares remains substantial and suggests ongoing alignment with shareholders. The filing discloses routine option expiration-related behavior and compliance with insider trading windows, with no governance red flags disclosed.

Securities Analyst

TL;DR: The transactions are operationally routine; net insider selling occurred but significant share ownership persists.

The reporting shows a cash-settlement tied to option exercises rather than open-market purchases. The 250,346-share disposition at $28.14 per share reduces the reporting person's share count from 674,610 to 524,610. This is a measurable but not unusual reduction given option expirations and trading window constraints. No additional material corporate events or changes to outstanding option pools are disclosed.

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

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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^*

PATE WILLIAM

(Last) (First) (Middle)

825 TOWN AND COUNTRY LANE

SUITE 1500

(Street)

HOUSTON TX 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
	Officer (give title below)		Other (specify below)
	Director

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/12/2025		M(1)		150,000	A	$21.44	674,610	D
Common Stock	08/12/2025		D(2)		150,000	D	$28.14	524,610	D
Common Stock	08/12/2025		M(3)		100,346	A	$17.34	624,956	D
Common Stock	08/12/2025		D(2)		100,346	D	$28.14	524,610	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$21.44	08/12/2025		M(1)			150,000	(1)	10/11/2025(4)	Common Stock	150,000	(1)	0	D
Stock Option	$17.34	08/12/2025		M(3)			100,346	(3)	02/26/2026(4)	Common Stock	100,346	(3)	0	D

Explanation of Responses:

1. Represents a non-qualified stock option to purchase 150,000 shares of Par Pacific Holdings, Inc. ("Company") common stock at an exercise price of $21.44 per share granted to Mr. Pate on October 12, 2015, and expiring on October 11, 2025.

2. On August 12, 2025, the Company made a cash payment to the reporting person in an amount equal to (i) the number of shares issued to the reporting person multiplied by (ii) the the closing price of the Company's closing stock price on the New York Stock Exchange on the exercise date less (iii) the amount withheld to pay the exercise price.

3. Represents a non-qualified stock option to purchase 100,346 shares of Company common stock at an exercise price of $17.34 per share granted to Mr. Pate on February 27, 2018, and expiring on February 26, 2026.

4. The reporting person exercised the option due to the upcoming expiration date of the option and anticipated closure of the trading window under the Issuer's Insider Trading Policy prior to such date.

	/s/ William Pate	08/14/2025
	** 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).
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FAQ

What transactions did William Pate report on Form 4 for PARR?

He exercised two non-qualified stock options (150,000 shares at $21.44 and 100,346 shares at $17.34) and a cash-settlement resulted in the disposition of 250,346 shares on 08/12/2025.

How many PARR shares does William Pate own after the reported transactions?

524,610 shares of Par Pacific Holdings common stock are beneficially owned following the August 12, 2025 transactions.

At what effective price were the shares disposed of in the Form 4 filing?

$28.14 per share is reported as the price for the dispositions effected on 08/12/2025.

Why were the options exercised according to the filing?

The filing states the reporting person exercised the options due to upcoming expiration dates and an anticipated closure of the trading window under the issuer's Insider Trading Policy.

What are the expiration dates for the exercised options?

The 150,000-share option expires on October 11, 2025 and the 100,346-share option expires on February 26, 2026, as disclosed in the Form 4.