Form 8-K

8-K — PAR PACIFIC HOLDINGS, INC.

Accession: 0001628280-26-030714

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0000821483

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — parr-20260505.htm (Primary)

EX-99.1 (a20260331991earningsreleas.htm)

GRAPHIC (q4fy15earningsv5image1a55a.gif)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: parr-20260505.htm · Sequence: 1

parr-20260505

0000821483false00008214832026-05-052026-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2026

Par Pacific Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware 1-36550 84-1060803

(State or other jurisdiction

of incorporation) (Commission

File Number) (I.R.S. Employer

Identification No.)

825 Town & Country Lane, Suite 1500

Houston, Texas 77024

(Address of principal executive offices) (Zip Code)

(281) 899-4800

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Common stock, $0.01 par value

PARR

NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 5, 2026, Par Pacific Holdings, Inc. (the "Company") issued a news release reporting results for the first quarter ended March 31, 2026. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1

News Release dated May 5, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Par Pacific Holdings, Inc.

Dated:

May 5, 2026

/s/ Jeffrey R. Hollis

Jeffrey R. Hollis

Senior Vice President, General Counsel, and Secretary

EX-99.1

Filename: a20260331991earningsreleas.htm · Sequence: 2

Document

NEWS RELEASE

PAR PACIFIC HOLDINGS REPORTS FIRST QUARTER 2026 RESULTS

HOUSTON, May 5, 2026 - Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific” or the “Company”) today reported its financial results for the quarter ended March 31, 2026.

•Net income attributable to Par Pacific stockholders of $54.5 million, or $1.10 per diluted share

•Adjusted Net Income attributable to Par Pacific stockholders of $38.5 million, or $0.78 per diluted share

•Adjusted EBITDA of $91.5 million

•Repurchased $28.0 million of common stock at an average price of $37.96 per share

•Record quarterly Hawaii refining throughput of 89.8 Mbpd

•Hawaii renewable fuels facility began commercial operations in April

The Company reported Net income (loss) attributable to Par Pacific stockholders of $54.5 million, or $1.10 per diluted share, for the quarter ended March 31, 2026, compared to $(30.4) million, or $(0.57) per diluted share, for the same quarter in 2025. First quarter 2026 Adjusted Net income (loss) attributable to Par Pacific stockholders was $38.5 million, compared to $(50.3) million in the first quarter of 2025. First quarter 2026 Adjusted EBITDA was $91.5 million, compared to $10.1 million in the first quarter of 2025. A reconciliation of reported non-GAAP financial measures to their most directly comparable GAAP financial measures can be found in the tables accompanying this news release.

“Our continued focus on reliability and commercial performance through market cycles enabled strong first quarter results,” said Will Monteleone, President and Chief Executive Officer. “During April, the Hawaii renewable fuels facility successfully achieved commercial operations, a major milestone for the project. Our outlook is strong and we are well positioned to capitalize on the elevated margin environment across our system.”

Refining

The Refining segment reported operating income of $56.3 million in the first quarter of 2026, compared to an operating loss of $(24.7) million in the first quarter of 2025. Adjusted Gross Margin for the Refining segment was $185.1 million in the first quarter of 2026, compared to $104.3 million in the first quarter of 2025.

Refining segment Adjusted EBITDA was $69.2 million in the first quarter of 2026, compared to $(14.3) million in the first quarter of 2025. Refining segment throughput was 184 thousand barrels per day (Mbpd) for the first quarter of 2026, compared to 176 Mbpd for the first quarter of 2025.

Hawaii

The Hawaii Index averaged $31.11 per barrel in the first quarter of 2026, compared to $8.13 per barrel in the first quarter of 2025. Throughput in the first quarter of 2026 was 90 Mbpd, compared to 79 Mbpd for

the same quarter in 2025. Production costs were $4.67 per throughput barrel in the first quarter of 2026, compared to $4.81 per throughput barrel in the same period of 2025.

The Hawaii refinery’s Adjusted Gross Margin was $13.10 per barrel during the first quarter of 2026, including a net price lag impact of approximately $(125.5) million, or $(15.52) per barrel, compared to $8.90 per barrel during the first quarter of 2025.

The net price lag impact reflects the Hawaii refinery’s contractual sales volumes that are structured on prior month and prior week average pricing. The first quarter 2026 net price lag impact was driven by rapidly rising refined product prices, resulting in adjusted gross margin lagging current period market conditions. We expect this net price lag impact to reverse during a declining refined product price environment.

Montana

The Montana Index averaged $4.84 per barrel in the first quarter of 2026, compared to $7.07 per barrel in the first quarter of 2025. The Montana refinery’s throughput in the first quarter of 2026 was 57 Mbpd, compared to 52 Mbpd for the same quarter in 2025. Production costs were $9.05 per throughput barrel in the first quarter of 2026, compared to $10.56 per throughput barrel in the same period of 2025.

The Montana refinery’s Adjusted Gross Margin was $6.93 per barrel during the first quarter of 2026, compared to $5.04 per barrel during the first quarter of 2025.

Washington

The Washington Index averaged $8.20 per barrel in the first quarter of 2026, compared to $4.15 per barrel in the first quarter of 2025. The Washington refinery’s throughput was 23 Mbpd in the first quarter of 2026, compared to 39 Mbpd in the first quarter of 2025. Production costs were $7.53 per throughput barrel in the first quarter of 2026, compared to $4.16 per throughput barrel in the same period of 2025.

The Washington refinery’s Adjusted Gross Margin was $8.17 per barrel during the first quarter of 2026, compared to $2.09 per barrel during the first quarter of 2025.

Wyoming

The Wyoming Index averaged $19.30 per barrel in the first quarter of 2026, compared to $20.31 per barrel in the first quarter of 2025. The Wyoming refinery’s throughput was 15 Mbpd in the first quarter of 2026, compared to 6 Mbpd in the first quarter of 2025. Production costs were $11.68 per throughput barrel in the first quarter of 2026, compared to $34.35 per throughput barrel in the same period of 2025.

The Wyoming refinery's Adjusted Gross Margin was $26.79 per barrel during the first quarter of 2026, including a FIFO impact of approximately $18.4 million, or $14.03 per barrel, compared to $19.83 per barrel during the first quarter of 2025.

Retail

The Retail segment reported operating income of $13.0 million in the first quarter of 2026, compared to $16.0 million in the first quarter of 2025. Adjusted Gross Margin for the Retail segment was $36.1 million in the first quarter of 2026, compared to $39.8 million in the same quarter of 2025.

Retail segment Adjusted EBITDA was $15.5 million in the first quarter of 2026, compared to $18.6 million in the first quarter of 2025. The Retail segment reported fuel sales volumes of 28.1 million gallons in the first quarter of 2026, compared to 29.4 million gallons in the same quarter of 2025. First

quarter 2026 same store fuel volumes and inside sales revenue declined by (3.3)% and (1.0)%, respectively, compared to the first quarter of 2025.

Logistics

The Logistics segment reported operating income of $24.5 million in the first quarter of 2026, compared to $21.9 million in the first quarter of 2025. Adjusted Gross Margin for the Logistics segment was $37.4 million in the first quarter of 2026, compared to $34.0 million in the same quarter of 2025.

Logistics segment Adjusted EBITDA was $31.5 million in the first quarter of 2026, compared to $29.7 million in the first quarter of 2025.

Liquidity

Net cash used in operations totaled $(40.7) million for the three months ended March 31, 2026, including working capital outflows of $(184.8) million and deferred turnaround expenditures of $(17.9) million. Excluding these items, net cash provided by operations was $162.0 million for the three months ended March 31, 2026. Net cash used in operations was $(1.4) million for the three months ended March 31, 2025. Net cash used in investing activities totaled $(43.1) million for the three months ended March 31, 2026, consisting primarily of capital expenditures, compared to $(40.9) million for the three months ended March 31, 2025. Net cash provided by financing activities totaled $91.8 million for the three months ended March 31, 2026, compared to net cash used in financing activities of $(15.9) million for the three months ended March 31, 2025.

At March 31, 2026, Par Pacific’s cash balance totaled $172.2 million. Gross term debt was $637.9 million and net term debt was $465.8 million at March 31, 2026. Total liquidity was $937.7 million at March 31, 2026.

The Company repurchased $28.0 million of common stock at a weighted average price of $37.96 per share during the first quarter of 2026.

Laramie Energy

During the first quarter of 2026, Par Pacific recorded $9.2 million of equity earnings related to Laramie Energy, LLC (“Laramie”). Laramie’s total net income was $16.9 million in the first quarter of 2026, including unrealized gains on derivatives of $12.0 million, compared to a net loss of $(1.1) million in the first quarter of 2025. Laramie’s total Adjusted EBITDAX was $19.9 million in the first quarter of 2026, compared to $14.1 million in the first quarter of 2025.

Conference Call Information

A conference call is scheduled for Wednesday, May 6, 2026 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time). To access the call, please dial 1-833-974-2377 inside the U.S. or 1-412-317-5782 outside of the U.S. and ask for the Par Pacific call. Please dial in at least 10 minutes early to register. The webcast may be accessed online through the Company’s website at http://www.parpacific.com on the Investors page. A telephone replay will be available until May 20, 2026, and may be accessed by calling 1-855-669-9658 inside the U.S. or 1-412-317-0088 outside the U.S. and using the conference ID 8270791.

About Par Pacific

Par Pacific Holdings, Inc. (NYSE: PARR), headquartered in Houston, Texas, is a growing energy company providing both renewable and conventional fuels to the western United States. Par Pacific owns and operates 219,000 bpd of combined refining capacity across four locations in Hawaii, the Pacific

Northwest and the Rockies, and an extensive energy infrastructure network, including 13 million barrels of storage, and marine, rail, rack, and pipeline assets. In addition, Par Pacific operates the Hele retail brand in Hawaii and the “nomnom” convenience store chain in the Pacific Northwest. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado. More information is available at www.parpacific.com.

Forward-Looking Statements

This news release (and oral statements regarding the subject matter of this news release, including those made on the conference call and webcast announced herein) includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include, without limitation, statements about: expected market conditions; anticipated free cash flows; anticipated refinery throughput; anticipated cost savings; anticipated capital expenditures, including major maintenance costs, and their effect on our financial and operating results, including earnings per share and free cash flow; anticipated retail sales volumes and on-island sales; the anticipated financial and operational results of Laramie Energy, LLC; the amount of our discounted net cash flows and the impact of our NOL carryforwards thereon; our ability to identify, acquire, and develop energy, related retailing, and infrastructure businesses; the timing and expected results of certain development projects, as well as the impact of such investments on our product mix and sales; the commercial and other benefits anticipated from the Hawaii renewable fuels joint venture; and other risks and uncertainties detailed in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and any other documents that we file with the Securities and Exchange Commission. Additionally, forward-looking statements are subject to certain risks, trends, and uncertainties, such as changes to our financial condition and liquidity; the volatility of crude oil and refined product prices; the Russia-Ukraine war, military conflicts in the Middle East, the political activity in Venezuela, Houthi related disruptions in the Red Sea, the ongoing military conflict with Iran and disruptions in the Strait of Hormuz and their potential impacts on global crude oil markets and our business; the impacts of tariffs; potential operating disruptions at our refineries resulting from unplanned maintenance events or natural disasters; environmental risks; changes in the labor market; and risks of political or regulatory changes. We cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should any of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. We do not intend to update or revise any forward-looking statements made herein or any other forward-looking statements as a result of new information, future events, or otherwise. We further expressly disclaim any written or oral statements made by a third party regarding the subject matter of this news release.

Contact:

Ashimi Patel Vitter

VP, Investor Relations & Sustainability

(832) 916-3355

ir@parpacific.com

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)

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)

Weighted-average shares outstanding

Basic 48,401 53,756

Diluted 49,632 53,756

Income (loss) per share

Basic $ 1.12 $ (0.57)

Diluted $ 1.10 $ (0.57)

Balance Sheet Data

(Unaudited)

(in thousands)

March 31, 2026 December 31, 2025

Balance Sheet Data

Cash and cash equivalents $ 172,168 $ 164,113

Working capital (1) 658,894 510,772

ABL Credit Facility

321,000 175,000

Term debt (2)

637,949 639,830

Total debt, including current portion

947,618 802,870

Total stockholders’ equity 1,515,829 1,511,540

______________________________________

(1)Working capital is calculated as (i) total current assets excluding cash and cash equivalents less (ii) total current liabilities excluding current portion of long-term debt. Total current assets include inventories stated at the lower of cost or net realizable value.

(2)Term debt includes the Term Loan Credit Agreement and other long-term debt.

Operating Statistics

The following table summarizes key operational data:

Three Months Ended March 31,

2026 2025

Total Refining Segment

Feedstocks Throughput (Mbpd)

184.3 176.0

Refined product sales volume (Mbpd)

188.8 184.6

Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 11.16 $ 6.59

Production costs per bbl ($/throughput bbl) 6.93 7.41

D&A per bbl ($/throughput bbl) 1.53 1.67

Hawaii Refinery

Feedstocks Throughput (Mbpd) 89.8 79.4

Yield (% of total throughput)

Gasoline and gasoline blendstocks 28.7 % 25.8 %

Distillates 35.9 % 34.4 %

Fuel oils 30.5 % 32.4 %

Other products 2.0 % 4.0 %

Total yield 97.1 % 96.6 %

Refined product sales volume (Mbpd) 90.4 88.6

Adjusted Gross Margin per bbl ($/throughput bbl) (1)

$ 13.10 $ 8.90

Production costs per bbl ($/throughput bbl) 4.67 4.81

D&A per bbl ($/throughput bbl) 0.26 0.23

Three Months Ended March 31,

2026 2025

Montana Refinery

Feedstocks Throughput (Mbpd)

56.9 51.7

Yield (% of total throughput)

Gasoline and gasoline blendstocks 46.8 % 45.3 %

Distillates 35.5 % 32.5 %

Asphalt 9.3 % 11.2 %

Other products 2.9 % 3.2 %

Total yield 94.5 % 92.2 %

Refined product sales volume (Mbpd)

50.7 47.4

Adjusted Gross Margin per bbl ($/throughput bbl) (1)

$ 6.93 $ 5.04

Production costs per bbl ($/throughput bbl) 9.05 10.56

D&A per bbl ($/throughput bbl) 2.57 2.34

Washington Refinery

Feedstocks Throughput (Mbpd) 23.0 38.6

Yield (% of total throughput)

Gasoline and gasoline blendstocks 24.1 % 24.3 %

Distillates 33.0 % 35.9 %

Asphalt 17.9 % 15.4 %

Other products 21.5 % 20.5 %

Total yield 96.5 % 96.1 %

Refined product sales volume (Mbpd) 30.4 36.5

Adjusted Gross Margin per bbl ($/throughput bbl) (1)

$ 8.17 $ 2.09

Production costs per bbl ($/throughput bbl) 7.53 4.16

D&A per bbl ($/throughput bbl) 2.98 2.01

Three Months Ended March 31,

2026 2025

Wyoming Refinery

Feedstocks Throughput (Mbpd) 14.6 6.3

Yield (% of total throughput)

Gasoline and gasoline blendstocks 48.7 % 50.5 %

Distillates 44.0 % 45.7 %

Fuel oils 2.2 % 2.3 %

Other products 2.1 % 1.1 %

Total yield 97.0 % 99.6 %

Refined product sales volume (Mbpd) 17.3 12.1

Adjusted Gross Margin per bbl ($/throughput bbl) (1)

$ 26.79 $ 19.83

Production costs per bbl ($/throughput bbl) 11.68 34.35

D&A per bbl ($/throughput bbl) 3.02 12.25

Market Indices (average $ per barrel)

Hawaii Index $ 31.11 $ 8.13

Montana Index 4.84 7.07

Washington Index 8.20 4.15

Wyoming Index 19.30 20.31

Combined Index 19.21 7.38

Market Cracks (average $ per barrel)

Singapore 3.1.2 Product Crack $ 36.01 $ 13.12

Montana 6.3.2.1 Product Crack 15.08 17.02

Washington 3.1.1.1 Product Crack

16.55 12.01

Wyoming 2.1.1 Product Crack

22.22 21.74

Crude Oil Prices (average $ per barrel)

Brent $ 78.38 $ 74.98

WTI 72.67 71.42

ANS (-) Brent 2.91 2.18

Bakken Guernsey (-) WTI 0.20 (1.81)

Bakken Williston (-) WTI (1.54) (3.08)

WCS Hardisty (-) WTI (13.75) (12.45)

MSW (-) WTI (3.06) (5.20)

Syncrude (-) WTI 0.62 (1.96)

Brent M1-M3 3.89 1.22

Retail Segment

Retail sales volumes (thousands of gallons) 28,064 29,431

_______________________________________

(1)We calculate Adjusted Gross Margin per barrel by dividing Adjusted Gross Margin by total refining throughput. Adjusted Gross Margin for our Washington refinery is determined under the last-in, first-out (“LIFO”) inventory costing method. Adjusted Gross Margin for our other refineries is determined under the first-in, first-out (“FIFO”) inventory costing method. Total Refining Segment Adjusted Gross Margin per barrel is presented net of intercompany profit in inventory of $0.50 per barrel and $0.08 per barrel for the three months ended March 31, 2026, and March 31, 2025, respectively, which represents margin on intercompany sales where the inventory remains on our condensed consolidated balance sheet at period end.

Non-GAAP Performance Measures

Management uses certain financial measures and forecasts to evaluate our operating performance and allocate resources that are considered non-GAAP financial measures. The chief operating decision-maker (“CODM”) is the Chief Executive Officer (“CEO”), who uses certain non-GAAP financial measures and forecasts to allocate resources and evaluate our operating performance. These measures should not be considered in isolation or as substitutes or alternatives to their most directly comparable GAAP financial measures or any other measure of financial performance or liquidity presented in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures used by other companies since each company may define these terms differently.

We believe Adjusted Gross Margin (as defined below) provides useful information to investors because it eliminates the gross impact of volatile commodity prices and adjusts for certain non-cash items and timing differences created by our inventory financing agreements and lower of cost and net realizable value adjustments to demonstrate the earnings potential of the business before other fixed and variable costs, which are reported separately in Operating expense (excluding depreciation) and Depreciation and amortization. Operating expense includes certain shared costs such as finance, accounting, tax, human resources, information technology, and legal costs that are not directly attributable to specific operating segments. The criteria used to determine the allocation of these expenses generally reflect the time and resources required to provide the applicable service to other internal stakeholders. Remaining expenses are included in the reconciliation of reportable segment Adjusted EBITDA to consolidated pre-tax income (loss) as unallocated corporate general and administrative expenses.

Management, including the CODM, uses Adjusted Gross Margin per barrel to evaluate operating performance and compare profitability to other companies in the industry and to industry benchmarks. We believe Adjusted Net Income (Loss) attributable to Par Pacific stockholders, Adjusted EBITDA (as defined below) and Adjusted EBITDA by segment (as defined below) are useful supplemental financial measures that allow management and investors to assess the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis, the ability of our assets to generate cash to pay interest on our indebtedness, and our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure.

Beginning with the financial results reported for the fourth quarter of 2025, Adjusted Net Income (Loss) attributable to Par Pacific stockholders excludes the portion of non-GAAP adjustments associated with the noncontrolling interest in our joint venture established on October 21, 2025. Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA by segment also excludes other operating gains and losses (which primarily includes the impacts of the noncash remeasurement of our environmental liabilities). This modification improves comparability between periods by excluding non-cash gains and losses that do not reflect ongoing underlying business operations.

Beginning with the financial results reported for the fourth quarter of 2025, Adjusted EBITDA includes the Adjusted Net Income (Loss) attributable to noncontrolling interests associated with our joint venture established on October 21, 2025.

Adjusted Gross Margin

Adjusted Gross Margin is defined as Operating income (loss) excluding:

• operating expense (excluding depreciation);

• depreciation and amortization (“D&A”);

• Par’s portion of interest, taxes, and D&A expense from refining and logistics investments;

• impairment expense;

• other operating (gain) loss, net (which primarily includes the impacts of the noncash remeasurement of our environmental liabilities);

•

Par's portion of accounting policy differences from refining and logistics investments;

• inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);

• Environmental obligation mark-to-market adjustment (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington Climate Commitment Act ("Washington CCA") and Clean Fuel Standard); and

• unrealized loss (gain) on derivatives.

The following tables present a reconciliation of Adjusted Gross Margin to the most directly comparable GAAP financial measure, operating income (loss), on a historical basis, for selected segments, for the periods indicated (in thousands):

Three months ended March 31, 2026 Refining Logistics Retail

Operating Income $ 56,316 $ 24,520 $ 13,005

Operating expense (excluding depreciation) 115,920 5,892 20,706

Depreciation, depletion, and amortization 25,421 5,800 2,435

Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments

927 1,082 —

Inventory valuation adjustment (61,226) — —

Environmental obligation mark-to-market adjustments (29,508) — —

Unrealized loss on derivatives 76,911 — —

Par's portion of accounting policy differences from refining and logistics investments (412) — —

Other operating loss, net 726 125 —

Adjusted Gross Margin (1) $ 185,075 $ 37,419 $ 36,146

Three months ended March 31, 2025 Refining Logistics Retail

Operating Income (Loss) $ (24,721) $ 21,889 $ 15,961

Operating expense (excluding depreciation) 118,620 4,365 21,169

Depreciation, depletion, and amortization 26,397 6,819 2,662

Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,152 966 —

Inventory valuation adjustment (11,687) — —

Environmental obligation mark-to-market adjustments 4,954 — —

Unrealized gain on derivatives (9,442) — —

Par's portion of accounting policy differences from refining and logistics investments (945) — —

Other operating loss, net — — 1

Adjusted Gross Margin (1) $ 104,328 $ 34,039 $ 39,793

_______________________________________

(1)For the three months ended March 31, 2026 and 2025, there was no impairment expense in Operating income.

Adjusted Net Income (Loss) Attributable to Par Pacific Stockholders and Adjusted EBITDA

Adjusted Net Income (Loss) attributable to Par Pacific stockholders is defined as Net income (loss) attributable to Par Pacific stockholders excluding:

•

inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);

•

Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington CCA and Clean Fuel Standard);

• unrealized (gain) loss on derivatives;

• acquisition and integration costs;

•

redevelopment and other costs related to Par West;

• debt extinguishment and commitment costs;

• increase in (release of) tax valuation allowance and other deferred tax items;

• changes in the value of contingent consideration and common stock warrants;

• severance costs and other non-operating expense (income);

• impairment expense;

• impairment expense associated with our investment in Laramie Energy;

•

Par’s share of equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions;

• Par's portion of accounting policy differences from refining and logistics investments;

• other operating (gain) loss, net (which primarily includes the impacts of the noncash remeasurement of our environmental liabilities); and

• noncontrolling interest impact of non GAAP adjustments.

Adjusted EBITDA is defined as Adjusted Net Income (Loss) attributable to Par Pacific stockholders plus Adjusted Net Loss attributable to noncontrolling interests excluding:

• D&A;

• interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain);

•

cash distributions from Laramie Energy, LLC to Par;

•

Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and

•

income tax expense (benefit) excluding the increase in (release of) tax valuation allowance.

The following table presents a reconciliation of Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income (loss) attributable to Par Pacific stockholders, on a historical basis for the periods indicated (in thousands):

Three Months Ended March 31,

2026 2025

Net Income (loss) attributable to Par Pacific stockholders $ 54,450 $ (30,400)

Inventory valuation adjustment (61,226) (11,687)

Environmental obligation mark-to-market adjustments (29,508) 4,954

Unrealized loss (gain) on derivatives 76,879 (9,357)

Acquisition and integration costs 64 —

Par West redevelopment and other costs 2,985 3,982

Debt extinguishment and commitment costs 62 25

Changes in valuation allowance and other deferred tax items (1) 10,628 (6,894)

Severance costs and other non-operating expense (2) 53 726

Equity earnings from Laramie Energy, LLC, excluding cash distributions (9,179) (726)

Par's portion of accounting policy differences from refining and logistics investments (412) (945)

Other operating loss, net 851 1

Noncontrolling interest impact of non-GAAP adjustments (7,105) —

Adjusted Net Income (Loss) attributable to Par Pacific stockholders (3) 38,542 (50,321)

Adjusted Net Loss attributable to noncontrolling interests (4) (1,194) —

Depreciation, depletion, and amortization 34,460 36,586

Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 15,966 21,763

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,009 2,118

Income tax expense 1,712 —

Adjusted EBITDA (3) $ 91,495 $ 10,146

___________________________________

(1)For the three months ended March 31, 2026 and 2025, we recognized a non-cash deferred tax expense of $10.6 million and a non-cash deferred benefit of $6.9 million, respectively, driven by an increase in our 2026 taxable income.

(2)For the three months ended March 31, 2025, we incurred $0.3 million of stock-based compensation expenses associated with equity awards modifications.

(3)For the three months ended March 31, 2026 and 2025, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, cash distributions from Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference. Please read the Non-GAAP Performance Measures discussion above for information regarding changes to the components of Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA made during the reporting periods.

(4)Represents the amount necessary to reconcile Adjusted Net Income (Loss) attributable to Par Pacific stockholders to consolidated adjusted net income (loss) used in calculating Adjusted EBITDA. The amount equals net income (loss) attributable to noncontrolling interest minus the noncontrolling interest impact of non-GAAP adjustments.

The following table sets forth the computation of basic and diluted Adjusted Net Income (Loss) attributable to Par Pacific stockholders per share (in thousands, except per share amounts):

Three Months Ended March 31,

2026 2025

Adjusted Net Income (Loss) attributable to Par Pacific stockholders $ 38,542 $ (50,321)

Numerator for diluted income (loss) per common share $ 38,542 $ (50,321)

Basic weighted-average common shares outstanding

48,401 53,756

Add dilutive effects of common stock equivalents (1) 1,231 —

Diluted weighted-average common shares outstanding

49,632 53,756

Basic Adjusted Net Income (Loss) per common share $ 0.80 $ (0.94)

Diluted Adjusted Net Income (Loss) per common share $ 0.78 $ (0.94)

________________________________________

(1)Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted Adjusted Net Loss per common share for the three months ended March 31, 2025.

Adjusted EBITDA by Segment

Adjusted EBITDA by segment is defined as Operating income (loss) excluding:

• D&A;

•

• unrealized (gain) loss on derivatives;

• acquisition and integration costs;

•

redevelopment and other costs related to Par West;

• severance costs and other non-operating expense (income);

• other operating loss (gain), net (which includes the impacts of the noncash remeasurement of our environmental liabilities);

• impairment expense;

• Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and

• Par's portion of accounting policy differences from refining and logistics investments.

Adjusted EBITDA by segment also includes Gain on curtailment of pension obligation and Other income (loss), net, which are presented below operating income (loss) on our condensed consolidated statements of operations.

The following table presents a reconciliation of Adjusted EBITDA by segment to the most directly comparable GAAP financial measure, operating income (loss) by segment, on a historical basis, for selected segments, for the periods indicated (in thousands):

Three Months Ended March 31, 2026 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ 56,316 $ 24,520 $ 13,005 $ (28,519)

Depreciation, depletion and amortization 25,421 5,800 2,435 804

Inventory valuation adjustment (61,226) — — —

Environmental obligation mark-to-market adjustments (29,508) — — —

Unrealized loss on commodity derivatives 76,911 — — —

Acquisition and integration costs — — — 64

Par West redevelopment and other costs — — — 2,985

Severance costs and other non-operating expense — — 53 —

Par's portion of accounting policy differences from refining and logistics investments (412) — — —

Other operating loss, net 726 125 — —

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 927 1,082 — —

Other loss, net — — — (14)

Adjusted EBITDA (1) $ 69,155 $ 31,527 $ 15,493 $ (24,680)

Three Months Ended March 31, 2025 Refining Logistics Retail Corporate and Other

Operating income (loss) by segment $ (24,721) $ 21,889 $ 15,961 $ (28,905)

Depreciation, depletion and amortization 26,397 6,819 2,662 708

Inventory valuation adjustment (11,687) — — —

Environmental obligation mark-to-market adjustments 4,954 — — —

Unrealized gain on derivatives (9,442) — — —

Acquisition and integration costs — — — —

Par West redevelopment and other costs — — — 3,982

Severance costs and other non-operating expense — — — 726

Par's portion of accounting policy differences from refining and logistics investments (945) — — —

Other operating loss, net — — 1 —

Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,152 966 — —

Other loss, net — — — (371)

Adjusted EBITDA (1) $ (14,292) $ 29,674 $ 18,624 $ (23,860)

_______________________________________

(1)For the three months ended March 31, 2026 and 2025, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, cash distributions from Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference.

Laramie Energy Adjusted EBITDAX

Adjusted EBITDAX is defined as net income (loss) excluding commodity derivative (income) loss, gain (loss) on settled derivative instruments, interest expense (income) and loan fees, gain on extinguishment of debt, non-cash preferred dividend, depreciation, depletion, amortization, and accretion, bonus accrual, equity-based compensation expense, phantom units, expired acreage (non-cash), and other non-operating expenses. We believe Adjusted EBITDAX is a useful supplemental financial measure to evaluate the economic and operational performance of exploration and production companies such as Laramie Energy.

The following table presents a reconciliation of Laramie Energy’s Adjusted EBITDAX to the most directly comparable GAAP financial measure, net income (loss) for the periods indicated (in thousands):

Three Months Ended March 31,

2026 2025

Net income (loss) $ 16,899 $ (1,066)

Commodity derivative (income) loss (14,727) 9,857

Gain (loss) on settled derivative instruments 2,690 (5,698)

Interest expense and loan fees 4,638 4,611

Depreciation, depletion, amortization, and accretion 9,213 7,799

Phantom units 737 (1,514)

Expired acreage (non-cash) 448 96

Total Adjusted EBITDAX (1)

$ 19,898 $ 14,085

________________________________________

(1)For the three months ended March 31, 2026 and 2025, there was no gain on extinguishment of debt, non-cash preferred dividend, bonus accrual, equity-based compensation expense, or other non-operating expenses.

GRAPHIC

Filename: q4fy15earningsv5image1a55a.gif · Sequence: 6

Binary file (4755 bytes)

Download q4fy15earningsv5image1a55a.gif

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover Page

May 05, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

May 05, 2026

Entity Registrant Name

Par Pacific Holdings, Inc.

Entity Incorporation, State or Country Code

Entity File Number

1-36550

Entity Tax Identification Number

84-1060803

Entity Address, Address Line One

825 Town & Country Lane, Suite 1500

Entity Address, City or Town

Houston,

Entity Address, State or Province

Entity Address, Postal Zip Code

77024

City Area Code

281

Local Phone Number

899-4800

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, $0.01 par value

Trading Symbol

PARR

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Entity Central Index Key

0000821483

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration