Par Pacific (NYSE: PARR) stock withheld to cover tax liability

Rhea-AI Filing Summary

PAR PACIFIC HOLDINGS, INC. officer Hollis Jeffrey Ryan reported a tax-related share disposition. On February 18, 2026, 723 shares of common stock were withheld at $42.23 per share to cover withholding tax due upon vesting of restricted stock. After this transaction, Ryan directly held 22,724 common shares.

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^*

Hollis Jeffrey Ryan

(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)
02/18/2026

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	02/18/2026		F		723(1)	D	$42.23	22,724	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 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 VP - General Counsel and Secretary

	/s/ Jeffrey R. Hollis	02/20/2026
	** 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).
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FAQ

What insider transaction did PARR officer Hollis Jeffrey Ryan report?

Hollis Jeffrey Ryan reported a tax-withholding disposition of 723 Par Pacific common shares. The shares were withheld by the company to satisfy tax liabilities arising from the vesting of restricted stock, rather than being sold in an open market transaction.

How many PARR shares were involved in the February 18, 2026 Form 4?

The Form 4 shows 723 Par Pacific common shares were disposed of. These shares were withheld by the issuer to cover withholding tax on vested restricted stock, at a price of $42.23 per share according to the filing data.

What does transaction code F mean in the PARR Form 4 filing?

Transaction code F indicates shares were used to pay an exercise price or tax liability. In this case, 723 Par Pacific shares were withheld by the issuer specifically to satisfy withholding tax incurred when restricted stock vested for Hollis Jeffrey Ryan.

How many PARR shares does Hollis Jeffrey Ryan hold after this transaction?

After the tax-withholding disposition, Hollis Jeffrey Ryan directly holds 22,724 Par Pacific common shares. This figure reflects his ownership following the 723 shares withheld by the issuer to cover the tax obligation on vested restricted stock.

Was the PARR insider transaction a market sale of shares?

The transaction was not a market sale. The Form 4 and its footnote state the 723 Par Pacific shares were withheld by the issuer to cover withholding tax from vesting restricted stock, rather than being sold through an open market transaction.