PAR PACIFIC HOLDINGS, INC.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
PARR$68.06-0.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0000821483-26-000010
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0000821483-26-000014
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 139 previous paragraphs and 161 current paragraphs.
82 unchanged; 46 reworded; 26 added; 7 removed; 4 previous and 7 current paragraphs rearranged.
Tables are not compared: 25 previous and 33 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (26)
Current report
The labor contracts with our United Steelworkers represented employees for our Hawaii and Tacoma refineries were signed on June 30, 2026, and June 9, 2026, respectively, and expire on January 31, 2030. Additionally, on May 4, 2026, our Rocky Mountain Union was deemed defunct, and the formerly represented employees are no longer represented by a collective bargaining agreement.
Current report
Net Income Attributable to Par Pacific Stockholders. Our financial results improved from net income attributable to Par Pacific stockholders of $29.1 million for the six months ended June 30, 2025, to $516.6 million for the six months ended June 30, 2026. The $487.5 million increase was driven by a $629.6 million increase in refining segment operating income and a $13.8 million decrease in Interest expense and financing costs, net, partially offset by a $146.4 million increase in income tax expense and an $11.5 million increase in debt extinguishment and commitment costs. Please read the discussions of segment and consolidated results below for additional information.
Current report
Adjusted EBITDA and Adjusted Net Income Attributable to Par Pacific Stockholders. For the six months ended June 30, 2026, Adjusted EBITDA was $662.8 million compared to $148.0 million for the six months ended June 30, 2025. The $514.8 million increase was primarily due to a $529.4 million increase in our refining segment Adjusted Gross Margin, partially offset by a $7.1 million increase in operating expenses, excluding severance, and a $6.5 million decrease in our retail segment Adjusted Gross Margin. Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information.
Current report
For the six months ended June 30, 2026, Adjusted Net Income attributable to Par Pacific stockholders was $537.7 million compared to $28.0 million for the six months ended June 30, 2025. The $509.7 million increase was primarily related to the same factors described above for the increase in Adjusted EBITDA and a $12.4 million decrease in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains), partially offset by a $22.0 million increase in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items.
Current report
(1)NM - Not meaningful
Current report
Refining. Operating income for our refining segment was $629.9 million for the three months ended June 30, 2026, an increase of $548.6 million compared to $81.3 million for the three months ended June 30, 2025. Please read the Adjusted Gross Margin discussion below for additional information. The increase in operating income was primarily driven by an increase of $557.1 million primarily related to higher crack spreads and a favorable FIFO benefit of $186.7 million, partially offset by unfavorable purchased product and feedstock differentials of $186.9 million in Hawaii and Washington.
Current report
Logistics. Operating income for our logistics segment was $22.5 million for the three months ended June 30, 2026, a decrease of $1.2 million compared to $23.7 million for the three months ended June 30, 2025. The decrease was primarily due to higher transportation costs and a $1.2 million gain related to the sale of property in Hawaii in 2025 with no corresponding gain in the same period in 2026, partially offset by an increase in earnings from our logistics equity investment of $0.9 million.
Current report
Retail. Operating income for our retail segment was $27.6 million for the six months ended June 30, 2026, a decrease of $9.2 million compared to $36.8 million for the six months ended June 30, 2025. The decrease in operating income was primarily due to a $5.9 million decrease in fuel margins, an increase in operating expenses, excluding D&A of $2.6 million driven by increased employee and other operating costs and a 2% decrease in sales volumes .
Current report
Logistics. For the three months ended June 30, 2026, our logistics Adjusted Gross Margin was $35.1 million, which was relatively consistent with $34.4 million for the three months ended June 30, 2025.
Current report
Retail. For the three months ended June 30, 2026, our retail Adjusted Gross Margin was $40.7 million, a decrease of $2.9 million compared to $43.6 million for the three months ended June 30, 2025. The decrease was primarily due to a decrease in fuel margins, which reduced Adjusted Gross Margin by $3.1 million.
Current report
Refining. For the six months ended June 30, 2026, our refining Adjusted Gross Margin was $865.5 million, an increase of $529.4 million compared to $336.1 million for the six months ended June 30, 2025. The increase was primarily driven by an increase of $666.2 million related to higher crack spreads, partially offset by $76.9 million related to unfavorable impacts from realized derivatives and a $68.2 million increase in environmental costs.
Current report
Logistics. For the six months ended June 30, 2026, our logistics Adjusted Gross Margin was $72.5 million, an increase of $4.1 million compared to $68.4 million for the six months ended June 30, 2025. The increase was primarily due to higher throughput across our logistics assets and an increase in equity earnings from our logistics investments, excluding our share of interest, taxes, and D&A of $2.3 million, partially offset by increased employee and repair and maintenance costs.
Current report
Operating Expense (Excluding Depreciation). For the three months ended June 30, 2026, operating expense (excluding depreciation) was $157.1 million, an increase of $8.4 million compared to $148.7 million for the three months ended June 30, 2025. The increase was primarily due to increased employee costs, utilities expense, outside services costs, and rent expense. These were partially offset by $8 million lower other operating costs driven by repair and maintenance work done at our Montana refinery in 2025 with no similar work in 2026.
Current report
Interest Expense and Financing Costs, Net. For the three months ended June 30, 2026, our interest expense and financing costs were $14.3 million, a decrease of $7.8 million compared to $22.1 million for the three months ended June 30, 2025, primarily due to a decrease in interest expense related to lower Term Loan Credit Agreement interest rates, lower outstanding balances under our ABL Credit Facility and a decrease in costs associated with our interest rate derivatives, partially offset by an increase in interest expense related to our new 7.375% unsecured senior notes due June 1, 2034 (“2034 Notes”). In December 2025, we amended our Term Loan Credit Agreement to, among other things, reduce our interest rate by 50 basis points. Please read “Note 11—Debt” for further information.
Current report
Debt Extinguishment and Commitment Costs. For the three months ended June 30, 2026, we incurred $11.5 million of debt extinguishment and commitment costs related to the termination of our Term Loan Credit Agreement and our ABL amendment. For the three months ended June 30, 2025 we incurred no debt extinguishment and commitment costs. Please read “Note 11—Debt” for further information.
Current report
Equity earnings (losses) from Laramie Energy, LLC. For the three months ended June 30, 2026, Equity losses from Laramie Energy, LLC were $1.7 million compared to equity earnings of $1.9 million for the three months ended June 30, 2025. The decrease was primarily due to a $3.3 million decrease in our proportionate share of Laramie Energy’s earnings. Please read “Note 4—Investment in Laramie Energy” for further discussion.
Current report
Revenues. For the six months ended June 30, 2026, revenues were $4.8 billion, a $1.2 billion increase compared to $3.6 billion for the six months ended June 30, 2025. The increase was primarily driven by higher average product crack spreads and higher crude oil prices. Average Brent crude oil prices increased 24% and average WTI crude oil prices increased 23% as compared to the prior period. The Combined Index increased 147% as compared to the prior period. Revenues at our retail segment increased $31.5 million, primarily due to a 17% increase in fuel prices, partially offset by a 2% decline in fuel sales volumes. Please read our key operating statistics for further information.
Current report
Cost of Revenues (Excluding Depreciation). For the six months ended June 30, 2026, cost of revenues (excluding depreciation) was $3.7 billion, an $0.5 billion increase compared to $3.2 billion for the six months ended June 30, 2025, primarily driven by higher crude oil prices and unfavorable derivative impacts, partially offset by favorable feedstock costs.
Current report
Depreciation and Amortization. For the six months ended June 30, 2026, D&A was $70.9 million, relatively consistent with $71.3 million for the six months ended June 30, 2025.
Current report
General and Administrative Expense (Excluding Depreciation). For the six months ended June 30, 2026, general and administrative expense (excluding depreciation) was $52.9 million, an increase of $5.0 million compared to $47.9 million for the six months ended June 30, 2025. The increase was primarily due to increases in employee costs.
Current report
Other Operating Loss (Gain), Net. For the six months ended June 30, 2026, there was a $1.1 million loss on sale of assets, net, primarily due to the loss on disposal of property and equipment in 2026. For the six months ended June 30, 2025, there was a $1.2 million gain on sale of assets, which resulted primarily from the sale of property in Hawaii.
Current report
Debt Extinguishment and Commitment Costs. During the six months ended June 30, 2026, we incurred $11.5 million of debt extinguishment and commitment costs related to the termination of our Term Loan Credit Agreement and our ABL amendment. For the six months ended June 30, 2025, we incurred an immaterial amount of debt extinguishment and commitment costs. Please read “Note 11—Debt” for further information.
Current report
Other Expense, Net. For the six months ended June 30, 2026, other expense was $0.2 million, relatively consistent with $0.5 million for the six months ended June 30, 2025.
Current report
Income Taxes. For the six months ended June 30, 2026, income tax expense was $156.4 million, an increase of $146.4 million compared to $10.0 million for the six months ended June 30, 2025, primarily related to our 2026 pre-tax net income. Please read Note 18—Income Taxes for further discussion.
Current report
On May 14, 2026, Par Petroleum, LLC and its consolidated subsidiaries (“Issuer and its Restricted Subsidiaries”) issued $500.0 million aggregate principal amount of 7.375% Senior Notes due 2034 ( the “2034 Notes”) under an indenture dated as of May 14, 2026 (the Indenture”). The 2034 Notes are guaranteed on a senior unsecured basis by Par Pacific Holdings, Inc. (the “Parent Guarantor”) and each of the Issuer’s subsidiaries that is a guarantor under the Indenture. Under the Indenture, the Parent Guarantor’s SEC filings generally satisfy the Notes reporting covenant. The indenture does not require Rule 3-10 or Rules 13-01/13-02 guarantor condensed consolidating financial information, Rule 3-09 or Rule 3-16 financial statements, or other separate schedules or separate financial statements of subsidiaries, affiliates or equity method investees. Because reporting occurs through the Parent Guarantor, the required reporting is instead satisfied through the Parent-level financial information accompanied by audited, reviewed, or MD&A consolidating information explaining in reasonable detail the differences between the Parent Guarantor and the Issuer and its Restricted Subsidiaries on a standalone basis. The indenture also requires a schedule eliminating Unrestricted Subsidiaries and reconciling that schedule to the financial statements in each report; because there are currently no Unrestricted Subsidiaries, no elimination adjustments would be reflected in that schedule.
Current report
Significant Developments. On May 14, 2026, we issued $500.0 million of 2034 Notes and used the proceeds and cash on hand to repay all amounts outstanding under the Term Loan Credit Agreement, which required quarterly principal payments of $1.6 million. Interest on the 2034 Notes of $18.4 million is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026.
Removed paragraphs (7)
Previous report
Approximately 49% of the workforce at our Hawaii and Tacoma refineries are represented by the United Steelworkers Union under a collective bargaining agreement that expired January 31, 2026, and is currently subject to 24-hour extension periods while the parties continue their negotiations.
Previous report
Logistics. For the three months ended March 31, 2026, our logistics Adjusted Gross Margin was $37.4 million, an increase of $3.4 million compared to $34.0 million for the three months ended March 31, 2025. The increase is primarily due to higher throughput activity across our Hawaii, Montana and Wyoming logistics assets, partially offset by a $2.7 million increase in repair and maintenance costs in Hawaii related to planned maintenance activities.
Previous report
Acquisition and Integration Costs. For the three months ended March 31, 2026, we incurred an immaterial amount of acquisition and integration costs, which was relatively consistent with the three months ended March 31, 2025, in which we incurred no acquisition and integration costs.
Previous report
On February 28, 2023, Par Petroleum, LLC (“Par Borrower”) entered into the Term Loan Credit Agreement (the “Term Loan Credit Agreement”) due 2030 with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Term Loan Credit Agreement was co-issued by Par Petroleum Finance Corp. (together with the Par Borrower, the “Term Loan Borrowers”), which has no independent assets or operations. The Term Loan Credit Agreement is guaranteed on a senior unsecured basis only as to payment of principal and interest by Par Pacific Holdings, Inc. (the “Parent”) and is guaranteed on a senior secured basis by all of the subsidiaries of Par Borrower. The Term Loan Credit Agreement proceeds were used to refinance our existing Term Loan B Facility and repurchase our outstanding 7.75% Senior Secured Notes and 12.875% Senior Secured Notes, all three of which had similar guarantees that were replaced by those on the Term Loan Credit Agreement.
Previous report
Non-GAAP Financial Measures
Previous report
Adjusted EBITDA for the supplemental consolidating condensed financial information, which is segregated at the “Parent Guarantor,” “Par Borrower and Subsidiaries,” and “Non-Guarantor Subsidiaries and Eliminations” levels, is calculated in a similar manner as the Par Pacific Holdings, Inc. Adjusted EBITDA. Net income (loss), which management considers the most directly comparable GAAP measure, is used as the basis for the calculation instead of Net income (loss) attributable to Par Pacific stockholders because certain adjustments used in calculating Adjusted EBITDA are not practicably segregated at these levels. See “Results of Operations — Non-GAAP Performance Measures — Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA” above.
Previous report
Net cash provided by financing activities was approximately $91.8 million for the three months ended March 31, 2026, and consisted primarily of net borrowings of debt of $143.3 million driven by ABL Credit Facility activity, partially offset by repurchases of common stock of $36.7 million, including $28.0 million of repurchases under the share repurchase program, and $18.2 million related to stock option exercises settled in cash.
Reworded paragraphs (46)
Previous wording
Our Wyoming refinery experienced an operational incident on the evening of February 12, 2025, and remained safely idled during repair and recovery work through late April 2025, when the refinery returned to full crude operations. The 47 days of idle time in 2025 impacted comparability between the three months ended March 31, 2026, and March 31, 2025.
Current wording
Our Wyoming refinery experienced an operational incident on the evening of February 12, 2025, and remained safely idled during repair and recovery work through late April 2025, when the refinery returned to full crude operations. The 66 days of idle time in 2025 impacted comparability between the six months ended June 30, 2026, and June 30, 2025.
Previous wording
Geopolitical tensions in the Middle East and Red Sea region continue in 2026, putting upward pressure on prices in March 2026. The effective closure of the Strait of Hormuz in early March 2026 has disrupted global trade patterns and increased crude oil price volatility worldwide. Crude oil prices increased during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Brent crude oil prices averaged $99.60 per barrel during March, raising the quarterly average to $78.38 per barrel during the three months ended March 31, 2026, compared to $74.98 per barrel during the three months ended March 31, 2025. Average U.S. retail gasoline prices spiked to $3.48 per gallon in March, raising the quarterly average to $2.99 per gallon during the three months ended March 31, 2026, consistent with the average cost per gallon during the three months ended March 31, 2025. On March 1, 2026, OPEC agreed to increase output by 206,000 barrels per day beginning in April 2026. The overall energy price index increased 12.5% and the total consumer price index increased 3.3% year over year as of March 31, 2026.
Current wording
Geopolitical tensions in the Middle East and Red Sea region continue in 2026, putting upward pressure on prices during the first half of 2026. The Strait of Hormuz effectively closed in early March 2026, which has disrupted global trade patterns and increased crude oil price volatility worldwide. Crude oil prices increased during the three and six months ended June 30, 2026, compared to the six months ended June 30, 2025. Brent crude oil prices spiked late in the first quarter and remained elevated through the first half of 2026, reflecting constrained supply and averaging $96.68 and $87.58 per barrel for the three and six months ended June 30, 2026, respectively, compared to $66.71 and $70.82 per barrel during the three and six months ended June 30, 2025, respectively. Average U.S. retail gasoline prices increased to $3.80 per gallon in the first half of 2026, compared to $3.25 per gallon in the first half of 2025. On July 5, 2026, OPEC agreed to increase output by 188,000 barrels per day beginning in August 2026. The overall energy price index increased 15.7% and the total consumer price index increased 3.5% year over year as of June 30, 2026.
Previous wording
Net Income (Loss) Attributable to Par Pacific Stockholders. Our financial results for the first quarter of 2026 improved from a net loss attributable to Par Pacific stockholders of $30.4 million for the three months ended March 31, 2025, to net income attributable to Par Pacific Stockholders of $54.5 million for the three months ended March 31, 2026. The $84.9 million increase was primarily driven by an $81.0 million increase in our refining segment operating income, an $8.5 million increase in Equity earnings from Laramie Energy, LLC, and a $5.9 million decrease in Interest expense and financing costs, net, partially offset by a $19.2 million increase in income tax expense. Please read the discussions of segment and consolidated results below for additional information.
Current wording
Net Income Attributable to Par Pacific Stockholders. Our financial results for the second quarter of 2026 improved from a net income attributable to Par Pacific stockholders of $59.5 million for the three months ended June 30, 2025, to $462.1 million for the three months ended June 30, 2026. The $402.6 million increase was primarily driven by a $548.6 million increase in our refining segment operating income and a $7.8 million decrease in Interest expense and financing costs, net, partially offset by a $127.1 million increase in income tax expense, an $11.5 million increase in debt extinguishment and commitment costs and a $6.2 million decrease in our retail segment operating income. Please read the discussions of segment and consolidated results below for additional information.
Previous wording
Adjusted EBITDA and Adjusted Net Income Attributable to Par Pacific Stockholders. For the three months ended March 31, 2026, Adjusted EBITDA was $91.5 million compared to $10.1 million for the three months ended March 31, 2025. The $81.4 million increase was primarily due to an $80.8 million increase in refining segment Adjusted Gross Margin.
Current wording
Adjusted EBITDA and Adjusted Net Income Attributable to Par Pacific Stockholders. For the three months ended June 30, 2026, Adjusted EBITDA was $571.3 million compared to $137.8 million for the three months ended June 30, 2025. The $433.5 million increase was primarily due to a $448.6 million increase in refining segment Adjusted Gross Margin, partially offset by a $9.0 million increase in operating expenses, excluding severance, and a $2.9 million decrease in our retail segment Adjusted Gross Margin.
Previous wording
For the three months ended March 31, 2026, Adjusted Net Income attributable to Par Pacific stockholders was $38.5 million compared to Adjusted Net Loss attributable to Par Pacific stockholders of $50.3 million for the three months ended March 31, 2025. The $88.8 million improvement was primarily related to the factors described above for the increase in Adjusted EBITDA and a $5.8 million decrease in Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain).
Current wording
For the three months ended June 30, 2026, Adjusted Net Income attributable to Par Pacific stockholders was $499.2 million compared to $78.3 million for the three months ended June 30, 2025. The $420.9 million increase was primarily related to the factors described above for the increase in Adjusted EBITDA and a $6.6 million decrease in Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain), partially offset by a $20.3 million increase in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items.
Previous wording
The following tables summarize our consolidated results of operations for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 (in thousands).
Current wording
The following tables summarize our consolidated results of operations for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025 (in thousands).
Previous wording
The following tables summarize our operating income (loss) by segment for the three months ended March 31, 2026 and 2025 (in thousands).
Current wording
The following tables summarize our operating income (loss) by segment for the three and six months ended June 30, 2026 and 2025 (in thousands).
Previous wording
(2)Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $158.7 million and $148.9 million for the three months ended March 31, 2026 and 2025, respectively.
Current wording
(2)Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $197.3 million and $152.8 million for the three months ended June 30, 2026 and 2025, respectively.
Previous wording
Below is a summary of key operating statistics for the refining segment for the three months ended March 31, 2026 and 2025:
Current wording
Below is a summary of key operating statistics for the refining segment for the three and six months ended June 30, 2026 and 2025:
Previous wording
(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.
Current wording
(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 ($0.11) per barrel and $0.29 per barrel for the three months ended June 30, 2026 and 2025, respectively, and $0.20 per barrel and $0.19 per barrel for the six months ended June 30, 2026 and 2025, respectively, which represents margin on intercompany sales where the inventory remains on our condensed consolidated balance sheet at period end.
Previous wording
Below is a summary of key operating statistics for the retail segment for the three months ended March 31, 2026 and 2025:
Current wording
Below is a summary of key operating statistics for the retail segment for the three and six months ended June 30, 2026 and 2025:
Previous wording
(1)For the three months ended March 31, 2026 and 2025, there was no impairment expense in Operating income (loss).
Current wording
(1)For the three and six months ended June 30, 2026 and 2025, there was no impairment expense in Operating income.
Previous wording
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):
Current wording
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 attributable to Par Pacific stockholders, on a historical basis for the periods indicated (in thousands):
Previous wording
(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 deferred tax benefit of $6.9 million, respectively, driven by an increase in our 2026 taxable income. This tax expense (benefit) is included in Income tax expense (benefit) on our condensed consolidated statements of operations.
Current wording
(1)For the three and six months ended June 30, 2026, we recognized a non-cash deferred tax expense of $122.3 million and $133.0 million, respectively, driven by an increase in our 2026 taxable income. For the three and six months ended June 30, 2025, we recognized a non-cash deferred tax expense of $15.5 million and $8.6 million, respectively, related to deferred state and federal tax liabilities. This tax expense (benefit) is included in Income tax expense (benefit) on our condensed consolidated statements of operations.
Previous wording
(2)For the three months ended March 31, 2025, we incurred $0.3 million of stock-based compensation expenses associated with equity awards modifications.
Current wording
(2)For the six months ended June 30, 2025, we incurred $0.3 million of stock-based compensation expenses associated with equity awards modifications.
Previous wording
(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.
Current wording
(3)For the three and six months ended June 30, 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.
Previous wording
(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, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference.
Current wording
(1)For the three and six months ended June 30, 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, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference.
Previous wording
Retail. Operating income for our retail segment was $13.0 million for the three months ended March 31, 2026, a decrease of $3.0 million compared to $16.0 million for the three months ended March 31, 2025. The decrease was primarily due to a $2.5 million decrease driven by lower fuel margins and a $1.4 million decline related to 5% lower fuel sales volumes.
Current wording
Retail. Operating income for our retail segment was $14.6 million for the three months ended June 30, 2026, a decrease of $6.2 million compared to $20.8 million for the three months ended June 30, 2025. The decrease was primarily due to a $3.1 million decrease driven by lower fuel margins and an increase in operating expenses of $3.1 million driven by increases in employee costs, credit card processing fees, outside services costs, repairs and maintenance expenses, and other operating costs.
Previous wording
Refining. Operating income for our refining segment was $56.3 million for the three months ended March 31, 2026, an increase of $81.0 million compared to an operating loss of $24.7 million for the three months ended March 31, 2025. Please read the Adjusted Gross Margin discussion below for additional information. The increase in operating income was primarily driven by:
Current wording
Refining. Operating income for our refining segment was $686.2 million for the six months ended June 30, 2026, an improvement of $629.6 million compared to $56.6 million for the six months ended June 30, 2025. The increase in operating income was primarily driven by:
Previous wording
Logistics. Operating income for our logistics segment was $24.5 million for the three months ended March 31, 2026, an increase of $2.6 million compared to $21.9 million for the three months ended March 31, 2025. $5.4 million of the increase was driven by higher throughput activity across our Wyoming, Hawaii, and Montana logistics assets, partially offset by increased repair and maintenance costs of $2.7 million in Hawaii related to planned maintenance activities. Our Wyoming refinery was idle for 47 days in the first quarter of 2025 as a result of an operational incident.
Current wording
Logistics. Operating income for our logistics segment was $47.0 million for the six months ended June 30, 2026, an increase of $1.4 million compared to $45.6 million for the six months ended June 30, 2025. The increase was primarily due to an increase of $8.3 million related to higher throughput across our logistics assets, partially offset by increased employee and repair and maintenance costs of $5.8 million and the absence of a $1.2 million gain related to the sale of property in Hawaii in the first six months of 2025. Our Wyoming refinery was idle for 66 days in the first six months of 2025 as a result of an operational incident.
Previous wording
Refining. For the three months ended March 31, 2026, our refining Adjusted Gross Margin was $185.1 million, an increase of $80.8 million compared to $104.3 million for the three months ended March 31, 2025. The increase was primarily driven by a $60.7 million increase related to favorable feedstock costs, and $79.3 million related to higher crack spreads, partially offset by $70.6 million related to unfavorable impacts from realized derivatives and a $32.1 million increase in environmental costs. Our combined index improved $11.83 per barrel, or 160%, in the first quarter of 2026 compared to the comparable period in 2025.
Current wording
Refining. For the three months ended June 30, 2026, our refining Adjusted Gross Margin was $680.4 million, an increase of $448.6 million compared to $231.8 million for the three months ended June 30, 2025. The increase was primarily driven by an increase of $566.1 million related to higher crack spreads partially offset by a $94.2 million decrease due to unfavorable feedstock differentials. Our combined index improved $19.18 per barrel, or 139%, in the second quarter of 2026 compared to the comparable period in 2025.
Previous wording
Retail. For the three months ended March 31, 2026, our retail Adjusted Gross Margin was $36.1 million, a decrease of $3.7 million compared to $39.8 million for the three months ended March 31, 2025. The decrease was primarily due to a $2.5 million decrease driven by fuel margins and a $1.4 million decrease related to lower fuel sales volumes.
Current wording
Retail. For the six months ended June 30, 2026, our retail Adjusted Gross Margin was $76.9 million, a decrease of $6.5 million compared to $83.4 million for the six months ended June 30, 2025. The decrease was primarily due to a $5.9 million decrease in fuel margins and a $1.5 million decrease due to lower sales volumes, partially offset by a $0.6 million increase in merchandise margins.
Previous wording
Revenues. For the three months ended March 31, 2026, revenues were $1.8 billion, a $0.1 billion increase compared to $1.7 billion for the three months ended March 31, 2025. The increase was primarily driven by higher refining revenue due to higher average product crack spreads and a 2% increase in product sales volumes. Average Brent crude oil prices increased 5% and average WTI crude oil prices increased 2% as compared to the prior period. The Combined Index increased 160% compared to the first quarter of 2025. Revenues at our retail segment decreased $3.3 million primarily due to a 5% decline in fuel sales volumes related to a 2% increase in prices. Please read our key operating statistics for further information.
Current wording
Revenues. For the three months ended June 30, 2026, revenues were $3.0 billion, a $1.1 billion increase compared to $1.9 billion for the three months ended June 30, 2025. The increase was primarily driven by higher refining revenue related to higher crude oil prices and higher average product crack spreads. Average Brent crude oil prices increased 45% and average WTI crude oil prices increased 46% as compared to the prior period. The Combined Index increased 139% compared to the second quarter of 2025. Revenues at our retail segment increased $34.8 million primarily due to a 30% increase in prices. Please read our key operating statistics for further information.
Previous wording
Cost of Revenues (Excluding Depreciation). For the three months ended March 31, 2026, and the three months ended March 31, 2025, cost of revenues (excluding depreciation) was $1.6 billion.
Current wording
Cost of Revenues (Excluding Depreciation). For the three months ended June 30, 2026, cost of revenues (excluding depreciation) was $2.1 billion, an increase of $0.5 billion compared to $1.6 billion for the three months ended June 30, 2025. The increase was primarily due to higher crude oil prices as discussed above, partially offset by favorable feedstock costs.
Previous wording
Depreciation and Amortization. For the three months ended March 31, 2026, D&A was $34.5 million, a decrease of $2.1 million compared to $36.6 million for the three months ended March 31, 2025. The decrease was primarily due to Wyoming equipment damaged in the 2025 operational incident and no similar events in 2026.
Current wording
Depreciation and Amortization. For the three months ended June 30, 2026, D&A was $36.5 million, an increase of $1.8 million compared to $34.7 million for the three months ended June 30, 2025. The increase was primarily driven by additional D&A related to our new renewables fuels manufacturing facility.
Previous wording
General and Administrative Expense (Excluding Depreciation). For the three months ended March 31, 2026, general and administrative expense (excluding depreciation) was $24.9 million, relatively consistent with $24.2 million for the three months ended March 31, 2025.
Current wording
General and Administrative Expense (Excluding Depreciation). For the three months ended June 30, 2026, general and administrative expense (excluding depreciation) was $28.0 million, an increase of $4.4 million compared to $23.6 million for the three months ended June 30, 2025. The increase was primarily due to a $4.6 million increase in employee costs.
Previous wording
Par West Redevelopment and Other Costs. For the three months ended March 31, 2026, Par West redevelopment and other costs were $3.0 million, a decrease of $1.0 million compared to $4.0 million for the three months ended March 31, 2025, primarily due to a decrease in redevelopment activities.
Current wording
Par West Redevelopment and Other Costs. For the three months ended June 30, 2026, Par West redevelopment and other costs were $3.7 million, a decrease of $1.0 million compared to $4.7 million for the three months ended June 30, 2025, primarily due to a decrease in redevelopment activities.
Previous wording
Other Operating Loss, Net. For the three months ended March 31, 2026, there was a $0.9 million other operating loss, net, related to the disposal of refinery and logistics property and equipment. For the three months ended March 31, 2025, other operating loss, net, was immaterial.
Current wording
Other Operating Loss (Gain), Net. For the three months ended June 30, 2026, there was a $0.3 million other operating loss, net, related to the disposal of equipment. For the three months ended June 30, 2025, the other operating gain, net, of $1.2 million was primarily related to the sale of property in Hawaii.
Previous wording
Income Taxes. For the three months ended March 31, 2026, our income tax expense was $12.3 million, an increase of $19.2 million compared to a $6.9 million income tax benefit for three months ended March 31, 2025, primarily related to our pre-tax net income in the first quarter of 2026 as compared to our pre-tax net loss in the first quarter of 2025. Please read “Note 18—Income Taxes” for further discussion.
Current wording
Income Taxes. For the three months ended June 30, 2026, our income tax expense was $144.0 million, an increase of $127.1 million compared to $16.9 million for the three months ended June 30, 2025, primarily related to our higher 2026 pre-tax net income. Please read “Note 18—Income Taxes” for further discussion.
Previous wording
Operating Expense (Excluding Depreciation). For the three months ended March 31, 2026, operating expense (excluding depreciation) was $142.5 million, relatively consistent with $144.2 million for the three months ended March 31, 2025.
Current wording
Operating Expense (Excluding Depreciation). For the six months ended June 30, 2026, operating expense (excluding depreciation) was $299.6 million, an increase relatively consistent with $292.8 million for the six months ended June 30, 2025.
Previous wording
Equity Earnings From Refining and Logistics Investments. During the three months ended March 31, 2026, Equity earnings from refining and logistics investments were $5.8 million, a decrease of $1.7 million compared to $7.5 million for the three months ended March 31, 2025. The decrease was primarily due to a $1.9 million decrease in our proportionate share of YELP’s net income. Please read “Note 3—Refining and Logistics Equity Investments” for further information.
Current wording
Equity Earnings From Refining and Logistics Investments. For the six months ended June 30, 2026, equity earnings from refining and logistics investments were $13.3 million, a decrease of $1.5 million compared to $14.8 million for the six months ended June 30, 2025. The decrease was primarily due to a $2.6 million decrease in our proportionate share of YELP’s net income. Please read “Note 3—Refining and Logistics Equity Investments” for additional information.
Previous wording
Interest Expense and Financing Costs, Net. For the three months ended March 31, 2026, our interest expense and financing costs were $15.9 million, a decrease of $5.9 million compared to $21.8 million for the three months ended March 31, 2025, primarily due to a decrease in interest expense related to lower outstanding balances under our ABL Credit Facility and lower Term Loan Credit Agreement interest rates.
Current wording
Interest Expense and Financing Costs, Net. For the six months ended June 30, 2026, our interest expense and financing costs were $30.2 million, a decrease of $13.8 million compared to $44.0 million for the six months ended June 30, 2025, primarily due to a decrease in interest expense related to lower Term Loan Credit Agreement interest rates as discussed above, lower outstanding balances under our ABL Credit Facility, and a decrease in costs associated with our interest rate derivatives, partially offset by an increase in interest expense related to our new 2034 Notes. Please read “Note 11—Debt” for further information.
Previous wording
Equity earnings from Laramie Energy, LLC. For the three months ended March 31, 2026, Equity earnings from Laramie Energy, LLC were $9.2 million compared to Equity earnings from Laramie Energy, LLC of $0.7 million for the three months ended March 31, 2025. The increase was primarily due to an $8.7 million increase in our proportionate share of Laramie Energy’s net income. Please read “Note 4—Investment in Laramie Energy” for further discussion.
Current wording
Equity Earnings from Laramie Energy, LLC. For the six months ended June 30, 2026, Equity earnings from Laramie Energy, LLC were $7.5 million, an increase of $4.9 million compared to $2.6 million for the six months ended June 30, 2025. The increase was primarily due to a $5.3 million increase in our proportionate share of Laramie Energy’s net income. Please read Note 4—Investment in Laramie Energy for further discussion.
Previous wording
Net Loss Attributable to Noncontrolling Interests. For the three months ended March 31, 2026, losses attributable to noncontrolling interests were $8.3 million related to our Hawaii Renewables joint venture. For the three months ended March 31, 2025, there was no income or loss attributable to noncontrolling interests. Please read “Note 5—Joint Venture” for further discussion.
Current wording
Net Loss Attributable to Noncontrolling Interests. For the six months ended June 30, 2026, losses attributable to noncontrolling interests were $7.5 million, related to our Hawaii Renewables joint venture. For the six months ended June 30, 2025, there was no income or loss attributable to noncontrolling interests. Please read “Note 5—Joint Venture” for further discussion.
Previous wording
The following supplemental condensed consolidating financial information reflects (i) the Parent’s separate accounts, (ii) Par Borrower and its consolidated subsidiaries’ accounts (which are all guarantors of the Term Loan Credit Agreement), (iii) the accounts of subsidiaries of the Parent that are not guarantors of the Term Loan Credit Agreement and consolidating adjustments and eliminations, and (iv) the Parent’s consolidated accounts for the dates and periods indicated. For purposes of the following condensed consolidating information, the Parent’s investment in its subsidiaries is accounted for under the equity method of accounting (dollar amounts in thousands).
Current wording
The following condensed consolidating financial information, which is provided to satisfy the reporting requirements discussed above, reflects (i) the Parent Guarantor's separate accounts, (ii) the combined accounts of the Issuer and its Restricted Subsidiaries, each of which guarantees the 2034 Notes, (iii) the accounts of subsidiaries of the Parent Guarantor that are not guarantors of the 2034 Notes, and (iv) consolidating adjustments and eliminations, in each case for the dates and periods indicated. For purposes of this presentation, the Parent Guarantor's investment in its subsidiaries is accounted for under the equity method of accounting (dollar amounts in thousands).
Previous wording
Our liquidity position as of March 31, 2026, was $937.7 million, consisting of $172.2 million of cash and cash equivalents and $765.5 million of availability under the ABL Credit Facility. Generally, the primary uses of our capital resources have been in the operations of our refining and retail segments, for payments related to acquisitions, to repay or refinance indebtedness and to repurchase shares of our common stock.
Current wording
Our liquidity position as of June 30, 2026, was $1.4 billion, consisting of $185.0 million of cash and cash equivalents and $1.2 billion of availability under the ABL Credit Facility due 2031. Generally, the primary uses of our capital resources have been in the operations of our refining and retail segments, for payments related to acquisitions, to repay or refinance indebtedness and to repurchase shares of our common stock.
Previous wording
Cash Requirements. There have been no material changes to the cash requirements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, outside the ordinary course of business.
Current wording
Cash Requirements. Other than the transactions discussed above, there have been no material changes to the cash requirements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, outside the ordinary course of business.
Previous wording
The following table summarizes cash activities for the three months ended March 31, 2026 and 2025 (in thousands):
Current wording
The following table summarizes cash activities for the six months ended June 30, 2026 and 2025 (in thousands):
Previous wording
Cash flows for the three months ended March 31, 2026
Current wording
Cash flows for the six months ended June 30, 2026
Previous wording
Net cash used in operating activities for the three months ended March 31, 2026, was primarily driven by net cash used for changes in operating assets and liabilities of approximately $202.7 million, non-cash charges to operations and non-operating items of approximately $115.9 million, and net income of $46.2 million. Net cash used for changes in operating assets and liabilities resulted primarily from:
Current wording
Net cash provided by operating activities for the six months ended June 30, 2026, was primarily driven by net income of $509.1 million, non-cash charges to operations and non-operating items of approximately $267.3 million, and net cash used for changes in operating assets and liabilities of approximately $534.5 million. Non-cash charges to operations and non-operating items consisted primarily of the following adjustments:
Showing the first 40 of 46 pairs. Open the source sections for the rest.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
(1)Our logistics operations consist primarily of intercompany transactions which eliminate on a consolidated basis.
Current report — wording carried from elsewhere
(2)Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $356.1 million and $301.7 million for the six months ended June 30, 2026 and 2025, respectively.
Current report — wording carried from elsewhere
Equity Earnings From Refining and Logistics Investments. During the three months ended June 30, 2026, Equity earnings from refining and logistics investments were $7.5 million, relatively consistent with $7.3 million for the three months ended June 30, 2025. Please read “Note 3—Refining and Logistics Equity Investments” for further information.
Current report — wording carried from elsewhere
Net Income Attributable to Noncontrolling Interests. For the three months ended June 30, 2026, income attributable to noncontrolling interests was $0.8 million related to our Hawaii Renewables joint venture. For the three months ended June 30, 2025, there was no income or loss attributable to noncontrolling interests. Please read “Note 5—Joint Venture” for further discussion.
Current report — wording carried from elsewhere
Par West Redevelopment and Other Costs. For the six months ended June 30, 2026, Par West redevelopment and other costs were $6.7 million, a decrease of $2.0 million compared to $8.7 million for the six months ended June 30, 2025. The decrease was primarily due to a decrease in redevelopment activities.
Current report — wording carried from elsewhere
Net cash used for changes in operating assets and liabilities resulted primarily from:
Current report — wording carried from elsewhere
Net cash used in financing activities was approximately $131.2 million for the six months ended June 30, 2026, and consisted primarily of:
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
The following tables present a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income (loss), on a historical basis for the periods indicated (in thousands):
Previous report — wording carried elsewhere
(1)Please read the Non-GAAP Performance Measures and Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA discussions above for information regarding the components of Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA.
Previous report — wording carried elsewhere
(2)For the three months ended March 31, 2025, we incurred $0.3 million of stock-based compensation expenses associated with equity awards modifications.
Previous report — wording carried elsewhere
Non-cash charges to operations and non-operating items consisted primarily of the following adjustments: