Restricted stock grant and tax withholding for PAR PACIFIC (NYSE: PARR) officer

Rhea-AI Filing Summary

PAR PACIFIC HOLDINGS, INC. officer Shawn David Flores reported equity compensation-related transactions in common stock. He received a grant of 9,789 restricted shares at $42.75 per share, which will vest in three equal installments on March 1 following each of the first, second, and third anniversaries of the grant date. In a separate transaction, 2,879 shares were withheld at $42.75 per share to cover tax liabilities upon the vesting of restricted stock, leaving him with 44,178 shares of common stock held directly after the withholding.

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^*

Flores Shawn David

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		A		9,789(1)	A	$42.75	47,057	D
Common stock	02/21/2026		F		2,879(2)	D	$42.75	44,178	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

Explanation of Responses:

1. Represents a grant of shares of restricted stock received by the reporting person. One third of the shares will vest on March 1st after each of the first, second, and third anniversaries of the grant date.

2. 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.

Remarks:

Senior Vice President - Chief Financial Officer

	/s/ Shawn Flores	02/24/2026
	** 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.

FAQ

What did Shawn David Flores report in this Form 4 for PARR?

Shawn David Flores reported a restricted stock grant and tax-related share withholding. He received 9,789 restricted shares, and 2,879 shares were withheld to cover tax liabilities from vesting, leaving him with 44,178 directly held common shares afterward.

How many PARR shares were granted to Shawn David Flores and on what terms?

He received a grant of 9,789 shares of restricted common stock at $42.75 per share. One third of these shares will vest on March 1 after each of the first, second, and third anniversaries of the grant date, subject to those vesting conditions.

Why were 2,879 PARR shares disposed of in this Form 4?

The 2,879 shares represent stock withheld by the issuer to pay withholding tax liabilities upon vesting of restricted shares. This tax-withholding disposition, coded “F,” is not an open-market sale but a share reduction to satisfy tax obligations on equity compensation.

How many PAR PACIFIC HOLDINGS (PARR) shares does Flores hold after these transactions?

After the tax-withholding disposition, Flores directly holds 44,178 shares of PARR common stock. This figure reflects his ownership following the 2,879-share withholding event tied to restricted stock vesting, as reported in the Form 4 disclosure.

What is the vesting schedule for Shawn David Flores’ restricted PARR stock grant?

The restricted stock vests in three equal installments. One third of the 9,789 granted shares will vest on March 1 after each of the first, second, and third anniversaries of the grant date, assuming the vesting conditions continue to be satisfied.