Financial Analysis

Acquisitions Billings Acquisition On October 20, 2022, we and our subsidiaries Par Montana, LLC (Par Montana) and Par Montana Holdings, LLC (Par Montana Holdings), entered into an equity and asset purchase agreement (as amended to include Par Rocky Mountain Midstream, LLC, the Purchase Agreement) with Exxon Mobil Corporation, ExxonMobil Oil Corporation, and ExxonMobil Pipeline Company LLC (collectively, the Sellers) to purchase (i) the high-conversion, complex refinery located in Billings, Montana and certain associated distribution and logistics assets, (ii) the Sellers 65% limited partnership equity interest in YELP, and (iii) the Sellers 40% equity interest in YPLC for a base purchase price of $310.0 million plus the value of hydrocarbon inventory and adjusted working capital at closing (collectively, the Billings Acquisition). The Billings Acquisition enhances our fully integrated downstream network in the upper Rockies and PNW. The Billings Acquisition increases scale and geographic diversification on the U.S. mainland and allows for efficient access to alternative markets. On June 1, 2023, we completed the Billings Acquisition for a total purchase price of approximately $625.4 million, including acquired working capital, consisting of a cash deposit of $30.0 million paid on October 20, 2022 upon execution of the Purchase Agreement and $595.4 million paid at closing on June 1, 2023. The Company funded the Billings Acquisition with cash on hand and borrowings from the ABL …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows. Tax and Related Matters We are also a party to various other legal proceedings, claims, and regulatory, tax or government audits, inquiries and investigations that arise in the ordinary course of business. From time to time, PHR has appealed various tax assessments related to its land, buildings, and fuel storage tanks, and is currently appealing the City of Honolulus property tax assessments for tax years 2023 through 2025. During the first quarter of 2022, we received a tax assessment in the amount of $1.4 million from the Washington Department of Revenue related to its audit of certain taxes allegedly payable on certain sales of raw vacuum gas oil between 2014 and 2016. We appealed in November 2022. On September 26, 2025, the Thurston County Superior Court dismissed our refund claim. We have appealed to the Washington Court of Appeals. Additionally, by opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt The following table summarizes our outstanding debt (in thousands): December 31, 2025 2024 Renewables LC Facility due 2026 $ $ ABL Credit Facility due 2028 175,000 483,000 Term Loan Credit Agreement due 2030 633,625 640,125 Other long-term debt 6,205 4,108 Principal amount of long-term debt 814,830 1,127,233 Less: unamortized discount and deferred financing costs (11,960) (14,266) Total debt, net of unamortized discount and deferred financing costs 802,870 1,112,967 Less: current maturities, net of unamortized discount and deferred financing costs (4,930) (4,885) Long-term debt, net of current maturities $ 797,940 $ 1,108,082 Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): Year Ended Amount Due 2026 $ 7,538 2027 7,591 2028 182,647 2029 7,707 2030 608,478 Thereafter 869 Total $ 814,830 As of December 31, 2025, and December 31, 2024, we had $44.5 million and $110.2 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively. As of December 31, 2025, we had no letters of credit outstanding under the Renewables LC Facility, as defined below. We had $85.9 million and $57.1 million in surety bonds outstanding as of December 31, 2025, and December 31, 2024, respectively. Under the Renewables LC Facility, the ABL Credit Facility, and the Term Loan Credit Agreement, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subje …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands): Year Ended December 31, 2025 Refining Logistics Retail Product or service: Gasoline $ 2,587,011 $ $ 418,492 Distillates (1) 2,936,142 50,004 Other refined products (2) 1,494,935 Merchandise 104,748 Transportation and terminalling services 298,442 Other revenue 188,057 3,485 Total segment revenues (3) $ 7,206,145 $ 298,442 $ 576,729 Year Ended December 31, 2024 Refining Logistics Retail Product or service: Gasoline $ 2,744,498 $ $ 426,061 Distillates (1) 3,214,809 48,269 Other refined products (2) 1,550,466 Merchandise 106,939 Transportation and terminalling services 299,532 Other revenue 224,093 3,491 Total segment revenues (3) $ 7,733,866 $ 299,532 $ 584,760 Year Ended December 31, 2023 Refining Logistics Retail Product or service: Gasoline $ 2,689,350 $ $ 438,058 Distillates (1) 3,412,819 49,651 Other refined products (2) 1,718,961 Merchandise 101,529 Transportation and terminalling services 260,779 Other revenue 148,350 3,242 Total segment revenues (3) $ 7,969,480 $ 260,779 $ 592,480 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, gas oil, and asphalt. (3) Refer to Note 24Segment Information for the reconciliation of segment revenues to total consolidated revenues. …

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Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Purchase Price Allocation of Billings Acquisition The fair values of the assets acquired and liabilities assumed as a result of the Billings Acquisition were estimated as of June 1, 2023, the date of the acquisition, using valuation techniques described in notes (1) through (5) below. Valuation Fair Value Technique (in thousands) Net working capital excluding operating leases $ 294,507 (1) Property, plant, and equipment 259,088 (2) Operating lease right-of-use assets 3,562 (3) Refining and logistics equity investments 86,600 (4) Other long-term assets 4,094 (1) Current operating lease liabilities (2,081) (3) Long-term operating lease liabilities (1,481) (3) Environmental liabilities (18,869) (5) Total $ 625,420 _________________________________________________________ (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. Other long-term assets include preliminary costs for future turnarounds that were recently incurred and were recorded at their net realizable value. (2) The fair value of personal property was estimated using the cost approach. Key assumptions in the cost approach include determining the replacement cost by evaluating recent purchases of comparable assets or published data, and adjusting replacement cost for economic and functional obsolescence, location, normal useful lives, and capacity (if applicable). The fair value of r …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income Taxes For the year ended December 31, 2025, we recorded an income tax expense of $110.8 million primarily driven by a non-cash deferred tax expense of $100.4 million and state income taxes of $11.8 million from an increase in our 2025 taxable income. For the year ended December 31, 2024, we recorded an income tax benefit of $5.7 million primarily driven by a non-cash deferred tax benefit of $5.5 million primarily from our 2024 taxable loss. For the year ended December 31, 2023, we recorded an income tax benefit of $115.3 million primarily driven by a non-cash deferred tax benefit of $277.7 million related to the release of majority of the valuation allowance against our net deferred tax assets, partially offset by state tax expense. In connection with our emergence from bankruptcy on August 31, 2012, we experienced an ownership change as defined under Section 382 of the Code. Section 382 generally places a limit on the amount of NOL carryforwards and other tax attributes arising before an ownership change that may be used to offset taxable income after an ownership change. We believe that we have qualified for an exception to the general limitation rules under Code Section 382(l)(5) which provides for substantially less restrictive limitations on our NOL carryforwards. Our amended and restated certificate of incorporation places restrictions upon the ability of certain equity interest holders to transfer their ownership interest in us. These restrictions are designed t …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases We have cancellable and non-cancellable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one to 30 years or more. There are no material residual value guarantees associated with any of our leases. The following table provides information on the amounts (in thousands, except lease term and discount rates) of our ROU assets and liabilities, weighted average remaining lease term, and weighted average discount rate as of December 31, 2025 and 2024, and their placement within our consolidated balance sheets: Lease type Balance Sheet Location December 31, 2025 December 31, 2024 Assets Finance Property, plant, and equipment $ 33,557 $ 30,655 Finance Accumulated amortization (17,185) (14,543) Finance Property, plant, and equipment, net 16,372 16,112 Operating Operating lease right-of-use assets 391,395 428,120 Total right-of-use assets $ 407,767 $ 444,232 Liabilities Current Finance Other accrued liabilities $ 2,303 $ 2,252 Operating Operating lease liabilities 99,558 80,174 Long-term Finance Finance lease liabilities 12,002 11,690 Operating Operating lease liabilities 312,450 362,092 Total lease liabilities $ 426,313 $ 456,208 Weighted-average remaining lease term (in years) Finance 9.89 10.26 Operating 6.58 7.17 Wei …

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Accounting Principles Not Yet Adopted On November 4, 2024, the FASB issued ASU 2024-03 , Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures. This ASU requires companies to disclose, in the notes to financial statements, specified information about certain costs and expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of adopting the new guidance on filings subsequent to the effective date. On September 18, 2025, the FASB Issued ASU 2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . This ASU requires companies to disclose all software costs capitalized under ASC 350-40 in accordance with property, plant and equipment disclosure requirements under ASC 360-10, The amendments in this ASU are effective for annual and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of adopting the new guidance on filings subsequent to the effective date. Accounting Principles Adopted On December 31, 2025, we adopted No. ASU 2023-09, Improvements to Income Tax Disclosure (Topic 740). This ASU requires public business entities to disclose additional information in specified categories with respect to the r …

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Benefit Plans Defined Contribution Plans We maintain defined contribution plans for our employees. All eligible employees may participate in our Par plan after thirty days of service. For all employees participating in the Par plan, excluding participating U.S. Oil union employees, we match employee contributions up to a maximum of 6% of the employees eligible compensation, with the employer contributions vesting at 100%. For the years ended December 31, 2025, 2024, and 2023, we made contributions to the plans totaling approximately $12.0 million, $9.7 million, and $7.5 million, respectively. Defined Benefit Plans We maintain our Benefit Plans covering eligible Wyoming Refining employees and the employees of U.S. Oil covered by a collective bargaining agreement. Benefits under our Wyoming Refining plan are based on years of service and the employees highest average compensation received during five consecutive years of the last ten years of employment. Benefits under our U.S. Oil plan are based on the employees hourly rate of compensation at the beginning of each year of employment. Our funding policy is to contribute annually an amount equal to the pension expense, subject to the minimum funding requirements of the Employee Retirement Income Security Act of 1974 and the tax deductibility of such contributions. The Wyoming Refining plan was amended to freeze all future benefit accruals for salaried employees in December 2016 and to freeze all future benefit accruals for hourl …

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Revenue Recognition As of December 31, 2025 and 2024, receivables from contracts with customers were $265.0 million and $312.7 million, respectively. Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer. Deferred revenue was $6.7 million and $16.2 million as of December 31, 2025, and 2024, respectively. We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation. The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands): Year Ended December 31, 2025 Refining Logistics Retail Product or service: Gasoline $ 2,587,011 $ $ 418,492 Distillates (1) 2,936,142 50,004 Other refined products (2) 1,494,935 Merchandise 104,748 Transportation and terminalling services 298,442 Other revenue 188,057 3,485 Total segment revenues (3) $ 7,206,145 $ 298,442 $ 576,729 Year Ended December 31, 2024 Refining Logistics Retail Product or service: Gasoline $ 2,744,498 $ $ 426,061 Distillates (1) 3,214,809 48,269 Other refined products (2) 1,550,466 Merchandise 106,939 Transportation and terminalling services 299,532 Other revenue 224,093 3,491 Tot …

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Segment Information We report the results for the following four reportable segments: (i) Refining, (ii) Logistics, (iii) Retail, and (iv) Corporate and Other. Our CODM is the Chief Executive Officer, who regularly uses the operating results of these segments, including Adjusted Gross Margin and Adjusted EBITDA, to assess their performance and make decisions about resources to be allocated to the segments. The nearest U.S. GAAP equivalents, gross margin and Operating income, are presented below. General and administrative expense includes certain shared costs such as finance, accounting, tax, human resources, information technology and legal costs that are not directly attributable to each operating segment. These expenses are, in general, allocated based on the time and resources spent to provide those individual services. The remaining non-operating expenses are included in the reconciliation of reportable segment to consolidated Net income (loss) as unallocated expenses. Summarized financial information concerning reportable segments consists of the following (in thousands): Year Ended December 31, 2025 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues Fuel revenue $ 7,018,088 $ $ 468,496 $ (332,908) $ 7,153,676 Other revenue 188,057 298,442 108,233 (283,758) 310,974 Total revenues 7,206,145 298,442 576,729 $ (616,666) 7,464,650 Cost of revenues (excluding depreciation) Refining intercompany logistics costs 283,515 (283,515) Other cost of reven …

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"Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements are presented in our reporting currency, the U.S. dollar, and include the accounts of Par Pacific Holdings, Inc., its wholly-owned subsidiaries, and its majority-owned subsidiaries in which we hold a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments. Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support certain ongoing bankruptcy recovery trust claims. Allowance for Credit Losses We are exposed to credit losses primarily through our sales of refined products. Credit limits and/or prepayment requirements are set based on such factors as the customers financial result …

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Stockholders Equity Common Stock Our certificate of incorporation contains restrictions on the transfer of certain of our securities in order to preserve the net operating loss carryovers, capital loss carryovers, general business credit carryovers, and foreign tax credit carryovers, as well as any net unrealized built-in loss within the meaning of Section 382 of the Internal Revenue Service Code, of us or any direct or indirect subsidiary thereof. These restrictions include provisions regarding approval by our Board of Directors of transfers of common stock by holders of five percent or more of the outstanding common stock. Our debt agreements restrict the payment of dividends. Share Repurchase Program On November 10, 2021, the Board authorized and approved a share repurchase program for up to $50 million of the currently outstanding shares of the Companys common stock, with no specified end date. On August 2, 2023, the Board approved expanding the Companys share repurchase authorization from $50 million to $250 million. During the years ended December 31, 2025 and 2024, 6.5 million and 5.0 million shares were repurchased under this share repurchase program, respectively for a total of $123.9 million and $136.7 million, respectively. The repurchased shares were retired by the Company upon receipt. As of December 31, 2024, there was $46.4 million of authorization remaining under this share repurchase program. On February 21, 2025, the Board authorized a share repurchase progr …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing