Par Pacific Holdings, Inc 10-Q for FY2026 Q1

Par Pacific Holdings, Inc. (PARR)

10-Q 2026-05-06 For: 2026-03-31

Added on May 06, 2026

About this 10-Q

Par Pacific Holdings, Inc filed this 10-Q on May 6, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.82B; up 4.5% from $1.75B a year earlier
Net income: $54.45M; compared with a net loss of $30.4M a year earlier
Diluted EPS: $1.10; compared with -$0.57 a year earlier

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Delaware			84-1060803
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)


825 Town & Country Lane, Suite 1500
Houston,	Texas	77024
(Address of principal executive offices)		(Zip Code)


PART I FINANCIAL INFORMATION		Page No.
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Income (Loss)	3
	Condensed Consolidated Statements of Cash Flows	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	45
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47


	March 31, 2026		December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	172,168	$	164,113
Restricted cash	352		351
Total cash, cash equivalents, and restricted cash	172,520		164,464
Trade accounts receivable, net of allowances of $0.2 million and $0.4 million at March 31, 2026, and December 31, 2025, respectively	481,507		312,672
Inventories	1,361,968		1,228,787
Prepaid and other current assets	134,912		70,168
Total current assets	2,150,907		1,776,091
Property, plant, and equipment


Property, plant, and equipment	1,895,082		1,863,105
Less accumulated depreciation and amortization	(686,613)		(665,154)
Property, plant, and equipment, net	1,208,469		1,197,951
Long-term assets


Operating lease right-of-use (“ROU”) assets	374,286		391,395


Refining and logistics equity investments	101,660		98,654
Investment in Laramie Energy, LLC	44,985		35,806
Intangible assets, net	9,741		9,484
Goodwill	127,276		127,276
Other long-term assets	192,195		197,032
Total assets	$	4,209,519	$	3,833,689
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	4,903	$	4,930
Obligations under inventory financing agreements	287,298		161,492
Accounts payable	578,169		341,555


Accrued taxes	17,027		31,565
Operating lease liabilities	100,172		99,558

Other accrued liabilities	337,179		467,036
Total current liabilities	1,324,748		1,106,136
Long-term liabilities
Long-term debt, net of current maturities	942,715		797,940


Finance lease liabilities	11,422		12,002
Operating lease liabilities	295,237		312,450
Other liabilities	84,026		52,645
Total liabilities	2,658,148		2,281,173

Noncontrolling interest	35,542		40,976
Stockholders’ equity
Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued	—		—
Common stock, $0.01 par value; 500,000,000 shares authorized at March 31, 2026, and December 31, 2025, 49,266,668 shares and 49,685,138 shares issued at March 31, 2026, and December 31, 2025, respectively	493		497
Additional paid-in capital	935,897		957,941
Accumulated earnings	567,806		541,376
Accumulated other comprehensive income	11,633		11,726
Total stockholders’ equity	1,515,829		1,511,540
Total liabilities, noncontrolling interest, and stockholders’ equity	$	4,209,519	$	3,833,689


	Three Months Ended
	March 31,
	2026		2025




Revenues	$	1,823,750	$	1,745,036

Operating expenses
Cost of revenues (excluding depreciation)	1,558,504		1,559,360


Operating expense (excluding depreciation)	142,518		144,154
Depreciation and amortization	34,460		36,586


General and administrative expense (excluding depreciation)	24,875		24,243
Equity earnings from refining and logistics investments	(5,829)		(7,514)
Acquisition and integration costs	64		—
Par West redevelopment and other costs	2,985		3,982
Other operating loss, net	851		1
Total operating expenses	1,758,428		1,760,812

Operating income (loss)	65,322		(15,776)

Other income (expense)
Interest expense and financing costs, net	(15,934)		(21,848)
Debt extinguishment and commitment costs	(62)		(25)

Other expense, net	(14)		(371)


Equity earnings from Laramie Energy, LLC	9,179		726
Total other expense, net	(6,831)		(21,518)

Income (loss) before income taxes	58,491		(37,294)
Income tax benefit (expense)	(12,340)		6,894
Net income (loss)	46,151		(30,400)
Less:
Net loss attributable to noncontrolling interest	(8,299)		—
Net income (loss) attributable to Par Pacific stockholders	$	54,450	$	(30,400)

Income (loss) attributable to Par Pacific stockholders per share
Basic	$	1.12	$	(0.57)
Diluted	$	1.10	$	(0.57)
Weighted-average number of shares outstanding
Basic	48,401		53,756
Diluted	49,632		53,756


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net Income (Loss)	$	46,151	$	(30,400)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization	34,460		36,586

Debt extinguishment and commitment costs	—		25
Non-cash interest expense	2,189		1,524
Non-cash lower of cost and net realizable value adjustment	(785)		(2,288)


Deferred taxes	10,626		(6,894)
Other operating loss, net	851		1
Stock-based compensation	3,852		3,546
Unrealized (gain) loss on derivative contracts	76,879		(9,357)
Equity earnings from Laramie Energy, LLC	(9,179)		(726)
Equity earnings from refining and logistics investments	(5,829)		(7,514)
Dividends received from refining and logistics investments	2,823		—

Net changes in operating assets and liabilities:
Trade accounts receivable	(168,835)		13,803

Prepaid and other assets	(88,396)		40,284
Inventories	(132,637)		31,873
Deferred turnaround expenditures	(17,926)		(28,177)
Obligations under inventory financing agreements	125,806		17,273
Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities	79,243		(60,958)

Net cash used in operating activities	(40,707)		(1,399)
Cash flows from investing activities:



Capital expenditures	(43,070)		(40,933)
Proceeds from sale of assets and other	—		12




Net cash used in investing activities	(43,070)		(40,921)
Cash flows from financing activities:

Proceeds from borrowings	1,452,000		1,424,000
Repayments of borrowings	(1,308,720)		(1,388,683)

Payment of deferred loan costs	—		(47)
Purchase of common stock for retirement	(36,702)		(51,098)
Proceeds from exercise of stock options	3,504		—
Exercise of stock options	(18,189)		—




Payments for debt extinguishment and commitment costs	(62)		(25)
Other financing activities, net	2		—
Net cash provided by (used in) financing activities	91,833		(15,853)
Net increase (decrease) in cash, cash equivalents, and restricted cash	8,056		(58,173)
Cash, cash equivalents, and restricted cash at beginning of period	164,464		192,267
Cash, cash equivalents, and restricted cash at end of period	$	172,520	$	134,094
Supplemental cash flow information:
Net cash paid for:
Interest	$	(12,540)	$	(19,443)
Taxes	(13)		(26)
Non-cash investing and financing activities:
Accrued capital expenditures	$	19,229	$	28,705

ROU assets obtained in exchange for new finance lease liabilities	—		466
ROU assets obtained in exchange for new operating lease liabilities	6,910		45,167

ROU assets terminated in exchange for release from operating lease liabilities	168		—


								Accumulated
				Additional				Other				Non-
	Common Stock			Paid-In		Accumulated		Comprehensive		Total		Controlling
	Shares	Amount		Capital		Earnings		Income		Equity		Interest
Balance, December 31, 2024	55,265	$	552	$	884,548	$	295,846	$	10,356	$	1,191,302	$	—



Stock-based compensation	753	7		3,539		—		—		3,546		—


Purchase of common stock for retirement	(3,708)	(36)		(1,340)		(51,186)		—		(52,562)		—

Other comprehensive loss	—	—		—		—		(76)		(76)		—
Net loss	—	—		—		(30,400)		—		(30,400)		—
Balance, March 31, 2025	52,310	$	523	$	886,747	$	214,260	$	10,280	$	1,111,810	$	—


Three Months Ended March 31, 2026	Refining		Logistics		Retail





















Product or service:
Gasoline	$	672,652	$	—	$	96,885
Distillates (1)	792,092		—		11,708
Other refined products (2)	276,124		—		16

Merchandise	—		—		23,644
Transportation and terminalling services	—		76,846		—
Other revenue	31,659		—		855
Total segment revenues (3)	$	1,772,527	$	76,846	$	133,108


Three Months Ended March 31, 2025	Refining		Logistics		Retail





















Product or service:
Gasoline	$	579,300	$	—	$	100,633
Distillates (1)	659,885		—		10,988
Other refined products (2)	366,350		—		—
Merchandise	—		—		24,028
Transportation and terminalling services	—		71,415		—
Other revenue	80,594		—		783
Total segment revenues (3)	$	1,686,129	$	71,415	$	136,432


	Titled Inventory		Inventory Financing Agreements (1)		Total
March 31, 2026
Crude oil and feedstocks	$	173,156	$	241,471	$	414,627
Refined products and blendstock	576,022		—		576,022
Warehouse stock and other (2)	371,319		—		371,319
Total	$	1,120,497	$	241,471	$	1,361,968

December 31, 2025
Crude oil and feedstocks	$	144,363	$	125,077	$	269,440
Refined products and blendstock	413,066		—		413,066
Warehouse stock and other (2)	546,281		—		546,281
Total	$	1,103,710	$	125,077	$	1,228,787


	March 31, 2026		December 31, 2025
Collateral posted with broker for derivative instruments (1)	$	1,955	$	7,016

Prepaid insurance	12,585		18,999
Deferred financing costs	1,060		1,568

Derivative assets	61,989		32,211

Prepaid environmental credits	41,114		—
Other	16,209		10,374
Total	$	134,912	$	70,168


	March 31, 2026		December 31, 2025
Accrued payroll and other employee benefits	$	22,179	$	42,034
Environmental credit obligations (1)	266,672		380,390
Derivative liabilities	20,953		13,739
Deferred revenue	1,823		6,719
Other	25,552		24,154
Total	$	337,179	$	467,036


	March 31, 2026		December 31, 2025

ABL Credit Facility due 2028	$	321,000	$	175,000


Term Loan Credit Agreement due 2030	632,000		633,625



Other long-term debt	5,949		6,205





Principal amount of long-term debt	958,949		814,830
Less: unamortized discount and deferred financing costs	(11,331)		(11,960)
Total debt, net of unamortized discount and deferred financing costs	947,618		802,870
Less: current maturities, net of unamortized discount and deferred financing costs	(4,903)		(4,930)
Long-term debt, net of current maturities	$	942,715	$	797,940


	Three Months Ended March 31,
	2026		2025
Beginning balance	$	69,740	$	57,167

Equity earnings from YELP	3,725		5,637
Amortization of basis difference	(348)		(348)

Dividends received	(2,823)		—

Ending balance	$	70,294	$	62,456


	Three Months Ended March 31,
	2026		2025
Beginning balance	$	28,914	$	29,144

Equity earnings from YPLC	2,414		2,187
Accretion of basis difference	38		38



Ending balance	$	31,366	$	31,369


	Three Months Ended March 31,
	2026		2025
Beginning balance	$	35,806	$	12,498
Equity earnings (losses) from Laramie Energy	7,773		(888)
Accretion of basis difference	1,406		1,614




Ending balance	$	44,985	$	13,224


Contract Type	Purchases	Sales	Net
Futures	—	(107)	(107)
Swaps	95,181	(103,383)	(8,202)
Total	95,181	(103,490)	(8,309)


	Balance Sheet Location	March 31, 2026		December 31, 2025
		Asset (Liability)
Commodity derivatives (1)	Prepaid and other current assets	$	—	$	21,588
Environmental credit derivatives (1)	Prepaid and other current assets	—		1,380
Commodity derivatives (1)	Other long-term assets	—		1,295

Commodity derivatives (2)	Other accrued liabilities	(20,955)		(944)
Commodity derivatives	Other liabilities	(31,574)		—



Citi repurchase obligation derivative	Obligations under inventory financing agreements	(18,127)		3,289
Wells Fargo terminal obligation derivative	Obligations under inventory financing agreements	(990)		517




Interest rate derivatives	Other liabilities	(347)		(380)


		Three Months Ended March 31,
	Statement of Operations Location	2026		2025


Commodity derivatives	Cost of revenues (excluding depreciation)	$	(52,591)	$	9,387
Environmental credit derivatives	Cost of revenues (excluding depreciation)	(360)		—

Citi repurchase obligation derivative	Cost of revenues (excluding depreciation)	(21,416)		(3,548)

Wells Fargo terminal obligation derivative	Cost of revenues (excluding depreciation)	(1,507)		—
Interest rate derivatives	Interest expense and financing costs, net	32		(85)


	March 31, 2026
	Level 1		Level 2		Level 3		Gross Fair Value		Effect of Counter-Party Netting		Net Carrying Value on Balance Sheet (1)
Assets
Commodity and environmental credit derivatives	$	26	$	1,731,498	$	—	$	1,731,524	$	(1,731,524)	$	—




Liabilities


Commodity derivatives	$	(554)	$	(1,783,499)	$	—	$	(1,784,053)	$	1,731,524	$	(52,529)


Citi repurchase obligation derivative	—		—		(18,127)		(18,127)		—		(18,127)
Wells Fargo terminal obligation derivative	—		(990)		—		(990)		—		(990)
Interest rate derivatives	—		(347)		—		(347)		—		(347)

Gross environmental credit obligations (2) (3)	—		(22,289)		—		(22,289)		—		(22,289)
Total liabilities	$	(554)	$	(1,807,125)	$	(18,127)	$	(1,825,806)	$	1,731,524	$	(94,282)


	March 31, 2026
	Carrying Value		Fair Value



ABL Credit Facility due 2028 (1)	$	321,000	$	321,000


Term Loan Credit Agreement due 2030 (2)	620,669		632,000
Product Financing Agreement (2)	—		—
Other long-term debt (2)	5,949		6,101


Lease type	Balance Sheet Location	March 31, 2026			December 31, 2025
Assets

Finance	Property, plant, and equipment	$	32,380		$	33,557
Finance	Accumulated amortization	(16,676)			(17,185)
Finance	Property, plant, and equipment, net	15,704			16,372
Operating	Operating lease right-of-use (“ROU”) assets	374,286			391,395
Total right-of-use assets		$	389,990		$	407,767

Liabilities
Current
Finance	Other accrued liabilities	$	2,264		$	2,303
Operating	Operating lease liabilities	100,172			99,558
Long-term
Finance	Finance lease liabilities	11,422			12,002
Operating	Operating lease liabilities	295,237			312,450
Total lease liabilities		$	409,095		$	426,313

Weighted-average remaining lease term (in years)
Finance		9.90			9.89
Operating		6.78			6.58
Weighted-average discount rate
Finance		6.88		%	6.89		%
Operating		7.49		%	7.62		%


	Three Months Ended March 31,
Lease cost (income) type	2026		2025
Finance lease cost
Amortization of finance lease ROU assets	$	669	$	685
Interest on lease liabilities	237		238
Operating lease cost	31,530		31,589
Variable lease cost	2,972		3,008
Short-term lease cost	1,112		2,269
Net lease cost	$	36,520	$	37,789

Operating lease income (1)	$	(616)	$	(574)


For the year ending December 31,	Finance leases		Operating leases		Total
2026 (1)	$	2,118	$	96,413	$	98,531
2027	3,022		118,778		121,800
2028	2,118		100,762		102,880
2029	1,712		25,131		26,843
2030	1,163		18,706		19,869
2031	1,079		15,095		16,174
Thereafter	7,613		107,991		115,604
Total lease payments	18,825		482,876		501,701
Less amount representing interest	(5,362)		(87,244)		(92,606)
Present value of lease liabilities	$	13,463	$	395,632	$	409,095


Three Months Ended March 31, 2026	Refining		Logistics (1)		Retail		Corporate, Eliminations and Other (2)		Total
Revenues	$	1,772,527	$	76,846	$	133,108	$	(158,731)	$	1,823,750
Cost of revenues (excluding depreciation)	1,577,521		42,961		96,962		(158,940)		1,558,504
Operating expense (excluding depreciation)	115,920		5,892		20,706		—		142,518
Depreciation and amortization	25,421		5,800		2,435		804		34,460

General and administrative expense (excluding depreciation)	—		—		—		24,875		24,875
Equity earnings from refining and logistics investments	(3,377)		(2,452)		—		—		(5,829)
Acquisition and integration costs	—		—		—		64		64
Par West redevelopment and other costs	—		—		—		2,985		2,985
Other operating loss, net	726		125		—		—		851
Operating income (loss)	$	56,316	$	24,520	$	13,005	$	(28,519)	$	65,322


	As of March 31, 2026
	Parent Guarantor		Par Borrower and Subsidiaries		Non-Guarantor Subsidiaries and Eliminations		Par Pacific Holdings, Inc. and Subsidiaries
ASSETS
Current assets
Cash and cash equivalents	$	18,080	$	131,392	$	22,696	$	172,168
Restricted cash	352		—		—		352
Trade accounts receivable	—		481,507		—		481,507
Inventories	—		1,306,120		55,848		1,361,968
Prepaid and other current assets	6,057		127,883		972		134,912
Current note receivable from subsidiaries	48,000		—		(48,000)		—
Due from related parties	603,246		—		(603,246)		—
Total current assets	675,735		2,046,902		(571,730)		2,150,907
Property, plant, and equipment
Property, plant, and equipment	27,456		1,753,853		113,773		1,895,082


Less accumulated depreciation and amortization	(18,300)		(658,097)		(10,216)		(686,613)
Property, plant, and equipment, net	9,156		1,095,756		103,557		1,208,469
Long-term assets
Operating lease right-of-use (“ROU”) assets	6,683		367,603		—		374,286


Refining and logistics equity investments	—		—		101,660		101,660
Investment in Laramie Energy, LLC	—		—		44,985		44,985
Investment in subsidiaries	1,064,578		—		(1,064,578)		—
Intangible assets, net	—		8,298		1,443		9,741
Goodwill	—		124,679		2,597		127,276
Other long-term assets	—		180,176		12,019		192,195
Total assets	$	1,756,152	$	3,823,414	$	(1,370,047)	$	4,209,519
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	—	$	52,924	$	(48,021)	$	4,903
Obligations under inventory financing agreements	—		225,631		61,667		287,298
Accounts payable	4,830		554,579		18,760		578,169


Accrued taxes	13		16,935		79		17,027
Operating lease liabilities	566		99,606		—		100,172

Other accrued liabilities	1,890		327,334		7,955		337,179
Due to related parties	276,236		407,347		(683,583)		—
Total current liabilities	283,535		1,684,356		(643,143)		1,324,748
Long-term liabilities
Long-term debt, net of current maturities	—		942,715		—		942,715



Finance lease liabilities	632		14,625		(3,835)		11,422
Operating lease liabilities	10,009		285,228		—		295,237
Other liabilities	—		188,884		(104,858)		84,026
Total liabilities	294,176		3,115,808		(751,836)		2,658,148
Commitments and contingencies
Noncontrolling interest	—		—		35,542		35,542
Stockholders’ equity

Common stock	493		—		—		493
Additional paid-in capital	882,044		(262,066)		315,919		935,897
Accumulated earnings (deficit)	567,806		960,143		(960,143)		567,806
Accumulated other comprehensive income (loss)	11,633		9,529		(9,529)		11,633
Total stockholders’ equity	1,461,976		707,606		(653,753)		1,515,829
Total liabilities, noncontrolling interest, and stockholders’ equity	$	1,756,152	$	3,823,414	$	(1,370,047)	$	4,209,519


	As of December 31, 2025
	Parent Guarantor		Par Borrower and Subsidiaries		Non-Guarantor Subsidiaries and Eliminations		Par Pacific Holdings, Inc. and Subsidiaries
ASSETS
Current assets
Cash and cash equivalents	$	15,639	$	125,892	$	22,582	$	164,113
Restricted cash	351		—		—		351
Trade accounts receivable	—		312,672		—		312,672
Inventories	—		1,199,523		29,264		1,228,787
Prepaid and other current assets	2,903		65,864		1,401		70,168
Due from related parties	579,579		—		(579,579)		—
Current note receivable from subsidiaries	60,000		—		(60,000)		—
Total current assets	658,472		1,703,951		(586,332)		1,776,091
Property, plant, and equipment


Property, plant, and equipment	25,016		1,729,382		108,707		1,863,105
Less accumulated depreciation and amortization	(17,730)		(637,470)		(9,954)		(665,154)
Property, plant, and equipment, net	7,286		1,091,912		98,753		1,197,951
Long-term assets
Operating lease right-of-use (“ROU”) assets	6,787		384,608		—		391,395


Refining and logistics equity investments	—		—		98,654		98,654
Investment in Laramie Energy, LLC	—		—		35,806		35,806
Investment in subsidiaries	1,051,331		—		(1,051,331)		—
Intangible assets, net	—		8,541		943		9,484
Goodwill	—		124,679		2,597		127,276
Long term note receivable from subsidiaries	3,000		—		(3,000)		—
Other long-term assets	—		174,385		22,647		197,032
Total assets	$	1,726,876	$	3,488,076	$	(1,381,263)	$	3,833,689
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	—	$	64,930	$	(60,000)	$	4,930
Obligations under inventory financing agreements	—		130,150		31,342		161,492
Accounts payable	3,062		331,502		6,991		341,555


Accrued taxes	—		31,565		—		31,565
Operating lease liabilities	536		99,022		—		99,558

Other accrued liabilities	3,474		457,297		6,265		467,036
Due to related parties	254,102		393,859		(647,961)		—
Total current liabilities	261,174		1,508,325		(663,363)		1,106,136
Long-term liabilities
Long-term debt, net of current maturities	—		800,940		(3,000)		797,940


Finance lease liabilities	690		15,201		(3,889)		12,002
Operating lease liabilities	10,192		302,258		—		312,450
Other liabilities	—		153,152		(100,507)		52,645
Total liabilities	272,056		2,779,876		(770,759)		2,281,173
Commitments and contingencies
Noncontrolling interest	—		—		40,976		40,976
Stockholders’ equity
Preferred stock	—		—		—		—
Common stock	497		—		—		497
Additional paid-in capital	901,221		(205,916)		262,636		957,941
Accumulated earnings (deficit)	541,376		904,494		(904,494)		541,376
Accumulated other comprehensive income (loss)	11,726		9,622		(9,622)		11,726
Total stockholders’ equity	1,454,820		708,200		(651,480)		1,511,540
Total liabilities, noncontrolling interest, and stockholders’ equity	$	1,726,876	$	3,488,076	$	(1,381,263)	$	3,833,689


Period	Total number of shares (or units) purchased (1)	Average price paid per share (or unit)		Total number of shares (or units) purchased as part of publicly announced plans or programs (1)	Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (1)
January 1 - January 31, 2026	543,457	$	36.78	543,457	$	117,183,955
February 1 - February 28, 2026	353,807	41.80		193,695	109,188,350
March 1 - March 31, 2026	—	—		—	109,188,350
Total	897,264	$	38.76	737,152	$	109,188,350


2.1			Third Amended Joint Chapter 11 Plan of Reorganization of Delta Petroleum Corporation and Its Debtor Affiliates dated August 16, 2012. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 7, 2012.

2.2			Membership Interest Purchase Agreement dated as of June 17, 2013, by and among Tesoro Corporation, Tesoro Hawaii, LLC, and Hawaii Pacific Energy, LLC Incorporated by reference to Exhibit 2.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, filed on August 14, 2013.

2.3			Agreement and Plan of Merger dated as of June 2, 2014, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 2.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, filed on August 11, 2014.

2.4			Amendment of Agreement and Plan of Merger dated as of September 9, 2014, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 10, 2014.

2.5			Second Amendment of Agreement and Plan of Merger dated as of December 31, 2014, by and among Par Petroleum Corporation, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholder’s Representative. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2015.

2.6			Third Amendment to Agreement and Plan of Merger dated as of March 31, 2015, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed on April 2, 2015.

2.7			Unit Purchase Agreement, dated as of June 13, 2016, between Par Wyoming, LLC and Black Elk Refining, LLC. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 15, 2016.

2.8			First Amendment to Unit Purchase Agreement dated as of July 14, 2016, between Par Wyoming, LLC and Black Elk Refining, LLC. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on July 15, 2016.

2.9			Purchase and Sale Agreement dated as of November 26, 2018, among Par Petroleum, LLC, TrailStone NA Oil & Refining Holdings, LLC, and solely for certain purposes specified therein, the Company. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed on November 30, 2018. #

2.10			Amendment No. 1 to Purchase and Sale Agreement dated as of January 11, 2019, among Par Petroleum, LLC, TrailStone NA Oil & Refining Holdings, LLC and Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on January 14, 2019.

2.11			Equity and Asset Purchase Agreement dated as of October 20, 2022, by and among Exxon Mobil Corporation, ExxonMobil Oil Corporation and ExxonMobil Pipeline Company, LLC, as sellers, and Par Montana, LLC and Par Montana Holdings, LLC, as purchaser entities, and solely for the limited purposes set forth therein, Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 20, 2022.

2.12			First Amendment to Equity and Asset Purchase Agreement dated as of June 1, 2023, by and among Exxon Mobil Corporation, ExxonMobil Oil Corporation and ExxonMobil Pipeline Company, LLC, as sellers, and Par Montana, LLC, Par Montana Holdings, LLC, and Par Rocky Mountain Midstream, LLC, as purchaser entities, and solely for the limited purposes set forth therein, Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023.

2.13			Equity Contribution Agreement, dated as of July 21, 2025, by and among Hawaii Renewables, LLC, Par Pacific Holdings, Inc. and Alohi Renewable Energy, LLC. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 21, 2025.

3.1			Restated Certificate of Incorporation of the Company dated October 20, 2015. Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 20, 2015.

3.2			Second Amended and Restated Bylaws of the Company dated October 20, 2015. Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on October 20, 2015.

4.1			Form of the Company’s Common Stock Certificate. Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2014.

4.2			Stockholders Agreement dated April 10, 2015. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 13, 2015.

31.1			Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

31.2			Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *


32.1			Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. **

32.2			Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. **

101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.*

101.SCH			Inline XBRL Taxonomy Extension Schema Documents.*

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.*

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.*

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*




1.			I have reviewed this quarterly report on Form 10-Q of Par Pacific Holdings, Inc.;




2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;




3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;




4.			The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:



			a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



			b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



			c)			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and