PAR PACIFIC HOLDINGS, INC.

Note 1—Overview

Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) provide both renewable and conventional fuels to the western United States. Currently, we operate inthree primary business segments:

1)Refining - We own and operate four refineries. Our refineries in Kapolei, Hawaii, Newcastle, Wyoming, Tacoma, Washington, and Billings, Montana, convert crude oil into gasoline, distillate, asphalt, and other products to serve the state of Hawaii and areas ranging from Washington state to the Dakotas and Wyoming.

2)Retail - We operate fuel retail outlets in Hawaii, Washington, and Idaho. We operate convenience stores and fuel retail sites under our “Hele” and “nomnom” brands, “76” branded fuel retail sites, and other sites operated by third parties that sell gasoline, diesel, and retail merchandise such as soft drinks, prepared foods, and other sundries. We also operate unattended cardlock stations.

3)Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions. This network includes a single point mooring (“SPM”) in Hawaii, a unit train-capable rail loading terminal in Washington, and other terminals, pipelines, trucking operations, marine vessels, storage facilities, loading and truck racks, and rail facilities for the movement of petroleum, refined products, and ethanol in and among the Hawaiian islands, between the U.S. West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming.

As of June 30, 2026, we owned the following investments:

•a 46% equity investment in Laramie Energy, LLC (“Laramie Energy”);

•a 65% equity investment in Yellowstone Energy Limited Partnership (“YELP”);

•a 40% equity investment in Yellowstone Pipeline Company (“YPLC”); and

•a 63.5% ownership interest in Hawaii Renewables, LLC (“Hawaii Renewables”).

Our Corporate and Other reportable segment primarily includes general and administrative costs.

Note 2—Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements are presented in our reporting currency, the U.S. dollar, and include the accounts of Par Pacific Holdings, Inc., its wholly-owned subsidiaries, and its majority-owned subsidiaries in which we hold a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The condensed consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the complete fiscal year or for any other period. The condensed consolidated balance sheet as of December 31, 2025, was derived from our audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates.

Allowance for Credit Losses

We did not have a material change in our allowances on trade receivables during the three and six months ended June 30, 2026 and 2025, respectively.

Cost Classifications

The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our condensed consolidated statements of operations (in thousands):

Accounting Principles Not Yet Adopted

On May 19, 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). This ASU establishes the first comprehensive GAAP framework for the recognition, measurement, presentation, and disclosure of environmental credits and the obligations they settle. The amendments in this ASU are effective for all annual and interim reporting periods with fiscal years beginning after December 15, 2027; early adoption is permitted. We are evaluating the impact of adopting the new guidance on filings subsequent to the effective date.

Accounting Principles Adopted

There have been no recent accounting pronouncements adopted, including the expected dates of adoption and estimated effects on our financial condition, results of operations, and cash flows, that had a material impact on our condensed consolidated financial statements as of and for the six months ended June 30, 2026.

Note 3—Refining and Logistics Equity Investments

Yellowstone Energy Limited Partnership

As of June 30, 2026, we owned a 65% limited partnership ownership interest in YELP. YELP owns a cogeneration facility in Billings, Montana, that converts petroleum coke, supplied from our Montana refinery and other nearby third-party refineries, into power production for the local utility grid. The change in our equity investment in YELP is as follows (in thousands):

Yellowstone Pipeline Company

As of June 30, 2026, we owned a 40% ownership interest in YPLC. YPLC owns a refined products pipeline that begins at our Montana refinery and transports refined product throughout Montana and the Pacific Northwest. The change in our equity investment in YPLC is as follows (in thousands):

Note 4—Investment in Laramie Energy

As of June 30, 2026, we owned a 46% ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. The balance of our investment in Laramie Energy was $43.3 million and $35.8 million as of June 30, 2026, and December 31, 2025, respectively.

As of June 30, 2026, and December 31, 2025, Laramie Energy’s term loan had an outstanding balance of $160.0 million.

At June 30, 2026, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $56.0 million. This difference arose primarily due to other-than-temporary impairments of our equity investment in Laramie Energy recorded in prior years.

The change in our equity investment in Laramie Energy is as follows (in thousands):

Note 5—Joint Venture

Renewable Fuels Facility Joint Venture

As of June 30, 2026, we held a 63.5% ownership interest in Hawaii Renewables and Alohi Renewable Energy LLC (“Alohi”), an entity owned by Mitsubishi Corporation and ENEOS Corporation, held the remaining 36.5% ownership interest. The joint venture was formed for the development, construction, ownership, and operation of the new renewables fuels manufacturing facility co-located with our Hawaii refinery (“Renewable Fuels Facility”). The Renewable Fuels Facility began commercial operations in April 2026.

The economic interest held by Alohi is recorded as a noncontrolling interest on our condensed consolidated balance sheets. Hawaii Renewables’ net income or loss is reflected in our refining segment on our condensed consolidated statements of operations.

Noncontrolling Interest

No accretion was recorded for the three and six months ended June 30, 2026. We do not consider any of the put or exit rights described in the Equity Contribution Agreement executed by the Company and Alohi on July 21, 2025, to be probable as of June 30, 2026, as Alohi has not exercised or indicated its intent to exercise its put option and none of the contingent events have occurred.

Note 6—Revenue Recognition

As of June 30, 2026, and December 31, 2025, receivables from contracts with customers were $456.3 million and $265.0 million, respectively. Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer. Deferred revenue was $2.4 million and $6.7 million as of June 30, 2026, and December 31, 2025, respectively. We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation.

The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands):

(1)Distillates primarily include diesel and jet fuel.

(2)Other refined products include fuel oil, vacuum gas oil, and asphalt.

(3)Refer to “Note 19—Segment Information” for the reconciliation of segment revenues to total consolidated revenues.

Note 7—Inventories

Inventories at June 30, 2026, and December 31, 2025, consisted of the following (in thousands):

(1)Please read “Note 9—Inventory Financing Agreements” for further information.

(2)Includes $364.9 million and $450.7 million of Renewable Identification Numbers (“RINs”) and environmental credits, reported at the lower of cost or net realizable value, as of June 30, 2026, and December 31, 2025, respectively. Our renewable volume obligation and other gross environmental credit obligations of $376.6 million and $380.4 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of June 30, 2026, and December 31, 2025, respectively.

As of June 30, 2026, and December 31, 2025, there were write-downs of the lower of cost or net realizable value of inventory of $11.1 million and $2.1 million, respectively. As of June 30, 2026, and December 31, 2025, the current replacement cost exceeded the LIFO inventory carrying value by approximately $71.3 million and $9.1 million, respectively.

Note 8—Prepaid and Other Current Assets

Prepaid and other current assets at June 30, 2026, and December 31, 2025, consisted of the following (in thousands):

(1)Our cash margin that is required as collateral deposits on our commodity derivatives cannot be offset against the fair value of open contracts except in the event of default. Please read “Note 12—Derivatives” for further information.

Note 9—Inventory Financing Agreements

Inventory Intermediation Agreement

On June 27, 2025, we entered into an amendment to the Inventory Intermediation Agreement to, among other things, facilitate entry into the Product Financing Agreement (both as defined below) and revise certain other terms and conditions. As of June 30, 2026, and December 31, 2025, there were $83.7 million and $130.2 million of outstanding obligations under the Inventory Intermediation Agreement, respectively.

Product Financing Agreement

On June 27, 2025, we entered into a RINs financing agreement with Citigroup Energy Inc. (“Citi”) (the “Product Financing Agreement”) to, among other things, provide funding to finance RINs, which is not to exceed $450 million in the aggregate when combined with obligations under the inventory intermediation agreement with Citi (the “Inventory Intermediation Agreement”). Pursuant to the Product Financing Agreement, from time to time, we may elect to sell surplus RINs and contemporaneously enter into a corresponding obligation to repurchase identical RINs at a future date to provide an additional source of short-term financing and to take advantage of market liquidity for holdings that are not currently required for operations. In such cases, the sale is not recognized, but rather the proceeds are treated as product financing proceeds where a corresponding product financing obligation is recorded. The subsequent repurchase is treated as repayment of the product financing obligation, with the difference recorded as interest expense over the intervening period. Such transactions are presented as Proceeds from inventory financing agreements in our condensed consolidated statement of cash flows. As of June 30, 2026, and December 31, 2025, there wereno product financing obligations under the Product Financing Agreement.

Renewables Intermediation Agreement

On October 2, 2025, Hawaii Renewables entered into a Framework Agreement for Commodity Swap Transactions (the “Renewables Intermediation Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”) pursuant to which the parties agreed to a framework for entering into a series of swap transactions to support our renewable fuels facility operations. Under the Renewables Intermediation Agreement, Hawaii Renewables and Wells Fargo will enter into a series of commodity swap transactions on a monthly basis and Wells Fargo will agree to prepay a fixed amount not to exceed $100 million to Hawaii Renewables. The net initial prepayment of $27.2 million from Wells Fargo was presented as Proceeds from inventory financing agreements in our condensed consolidated statement of cash flows.

In connection with the Renewables Intermediation Agreement, on December 16, 2025, we entered into a Renewables LC Facility Agreement. Please read “Note 11—Debt” for definition and further information.

On June 24, 2026, we entered into an amendment to the Renewables Intermediation Agreement. The amendment provided for an increase in the maximum commodity limit from $100 million to $150 million. As of June 30, 2026, and December 31, 2025, there were $78.6 million and $31.3 million of outstanding obligations under the Renewables Intermediation Agreement, respectively.

The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations, and Interest expense and financing costs, net, related to the intermediation agreements (in thousands):

(1)Inventory intermediation fees under the Inventory Intermediation Agreement included market structure fees of $19.8 million and $35.2 million for the three and six months ended June 30, 2026, respectively, and $4.7 million and $9.2 million for three and six months ended June 30, 2025. Inventory intermediation fees under the Renewables Intermediation Agreement included immaterial market structure fees for the three and six months ended June 30, 2026. There wereno inventory intermediation fees under the Renewables Intermediation Agreement for the three and six months ended June 30, 2025.

Note 10—Other Accrued Liabilities

Other accrued liabilities at June 30, 2026, and December 31, 2025, consisted of the following (in thousands):

(1)Please read “Note 13—Fair Value Measurements” for further information. A portion of these obligations are expected to be settled with our RINs assets and other environmental credits, which are presented as Inventories on our condensed consolidated balance sheet and are stated at the lower of cost or net realizable value. The carrying costs of these assets were $364.9 million and $450.7 million as of June 30, 2026, and December 31, 2025, respectively.

Note 11—Debt

The following table summarizes our outstanding debt (in thousands):

(1)The ABL Credit Facility due 2031, as defined below, amended and restated the prior ABL Credit Facility in its entirety on May 14, 2026. Balances and activity prior to the amendment date reflect the prior ABL Credit Facility.

As of June 30, 2026, and December 31, 2025, we had $159.9 million and $44.5 million in letters of credit outstanding under the ABL Credit Facility due 2031 as defined below, respectively. As of June 30, 2026, and December 31, 2025, we hadno letters of credit outstanding under the Letter of Credit Facility Agreement that Hawaii Renewables entered into with Wells Fargo (the “Renewables LC Facility Agreement”). We had $93.2 million and $85.9 million in surety bonds outstanding as of June 30, 2026, and December 31, 2025, respectively.

Under the ABL Credit Facility due 2031 and the 2034 Notes, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions.

ABL Credit Facility due 2031

On May 14, 2026, the prior ABL Credit Facility was amended and restated in its entirety by the Amended and Restated Asset-Based Revolving Credit Agreement (“ABL Credit Facility due 2031”). The ABL Credit Facility due 2031 provides for, among other things, (i) an extension of the maturity date from April 26, 2028, to May 14, 2031, and (ii) incremental commitments that increase the total revolver commitment under the ABL Credit Facility due 2031 to $1.8 billion with a $500 million incremental facility, which is subject to additional lender commitments and certain other conditions. The proceeds of the loans may be used for our and our subsidiaries’ capital expenditures, turnaround expenditures, working capital, and general corporate purposes. The ABL Credit Facility due 2031 provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sublimits of $180 million for swing loans and $600 million for letters of credit.

The interest rates applicable to borrowings under the ABL Credit Facility due 2031 are based on a fluctuating rate of interest measured by reference to either (i) a base rate plus an applicable base rate margin or (ii) a Term Secure Overnight Financing Rate (“SOFR”) rate plus an applicable SOFR margin, as determined by the type of borrowing. The initial applicable margin for borrowings under the ABL Credit Facility due 2031 is 0.25% per annum with respect to base rate borrowings,1.25% per annum with respect to SOFR borrowings, and 1.00% per annum with respect to letters of credit; the applicable margin for such borrowings after June 30, 2026, will be based on our quarterly average excess availability as determined by reference to a borrowing base. See the applicable margin ranges for each type of borrowing in the table below. We also pay a de minimis fee for any undrawn amounts available under the ABL Credit Facility due 2031.

The applicable margins for the ABL Credit Facility due 2031 and advances under the ABL Credit Facility due 2031 are as specified below:

The ABL Credit Facility due 2031 includes certain customary affirmative and negative covenants, including a minimum financial fixed charge coverage ratio. In addition, the covenants limit our ability and the ability of our restricted subsidiaries to, among other things: incur liens; engage in a consolidation, merger and purchase or sale of assets; pay dividends; incur indebtedness; make advances, investments and loans; enter into affiliate transactions; issue equity interests; or create subsidiaries and unrestricted subsidiaries.

In accordance with ASC Topic 470, “Debt”, we accounted for the ABL Credit Facility due 2031 as a debt modification. We recognized debt extinguishment costs of $0.4 million associated with the unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the three and six months ended June 30, 2026. Existing unamortized deferred financing/modification costs of $4.6 million and additional deferred financing costs of $7.9 million related to the 2026 debt modification will be amortized over the remaining term of the ABL Credit Facility due 2031.

As of June 30, 2026, the ABL Credit Facility due 2031 had revolving loansof $243.0 million outstanding, a borrowing base of approximately $1.6 billion, and $1.2 billion of availability.

Senior Notes due 2034

On May 14, 2026, we and U.S Bank Trust Company, National Association, as trustee, entered into an indenture, pursuant to which we issued $500.0 million in aggregate principal amount of 7.375% unsecured senior notes due June 1, 2034 (“2034 Notes”). We recorded deferred financing costs of $9.6 million that will be amortized over the term of the 2034 Notes. We used the proceeds from the 2034 Notes and cash on hand to repay the aggregate principal balance under and terminate the Term Loan Credit Agreement.

Interest on the 2034 Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026. At any time prior to June 1, 2029, we may redeem some or all of the 2034 Notes at a redemption price equal to 100% of the principal amount of the 2034 Notes redeemed, plus the “make whole” premium as of, and accrued and unpaid interest to, but excluding, the redemption date. We may redeem, at any time prior to June 1, 2029, up to 40% of the aggregate principal amount of the 2034 Notes at a redemption price equal to 107.375% of the principal amount of the 2034 Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, with an amount equal to all or a portion of the net cash proceeds of certain equity offerings. On or after June 1, 2029, we may redeem some or all of the 2034 Notes at the redemption prices (expressed as percentages of principal amount of the 2034 Notes to be redeemed) shown in the table below, plus accrued and unpaid interest to, but excluding, the redemption date.

If we undergo a change of control that is coupled with certain credit ratings-related events, we will be required to offer to repurchase the 2034 Notes from holders at a purchase price in cash equal to 101% of the principal amount of the 2034 Notes repurchased plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The indenture contains customary provisions relating to the event of default and certain affirmative and negative covenants.

Term Loan Credit Agreement due 2030

On May 14, 2026, and in connection with the issuance of the 2034 Notes, we terminated and repaid all amounts outstanding under the term loan credit agreement (“Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent and the lenders party thereto. We recognized debt extinguishment costs of $11.0 million associated with the unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the three and six months ended June 30, 2026.

Cross Default Provisions

Included within each of our debt agreements are affirmative and negative covenants and customary cross default provisions that require the repayment of amounts outstanding on demand unless the triggering payment default or acceleration is remedied, rescinded, or waived. As of June 30, 2026, we were in compliance with all of our debt instruments.

Note 12—Derivatives

Commodity Derivatives

Our condensed consolidated balance sheets present derivative assets and liabilities on a net basis. Please read “Note 13—Fair Value Measurements” for the gross fair value and net carrying value of our derivative instruments.

Our open futures and over-the-counter (“OTC”) swaps expire by December 2027. At June 30, 2026, our open commodity derivative contracts represented (in thousands of barrels):

At June 30, 2026, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries. The following table provides information on these option collars as of June 30, 2026:

Environmental Credit Derivatives

At June 30, 2026, our open environmental credit derivative contracts representedone hundred eighty thousand credits.

Interest Rate Derivatives

We are exposed to interest rate volatility in our ABL Credit Facility due 2031 and the Inventory Intermediation Agreement. We may utilize interest rate swaps to manage our interest rate risk.

The following table provides information on the fair value amounts (in thousands) of our derivatives as of June 30, 2026, and December 31, 2025, and their placement within our condensed consolidated balance sheets.

(1)Does not include cash collateral of $4.3 million and $7.0 million recorded in Prepaid and other current assets as of June 30, 2026, and December 31, 2025, respectively. Does not include $229.0 million and $9.2 million recorded in Prepaid and other current assets as of June 30, 2026, and December 31, 2025, respectively, related to realized derivatives receivable.

(2)Does not include $12.8 million recorded in Other accrued liabilities as of December 31, 2025, related to realized derivatives payable. There wereno realized derivatives payables recorded in Other accrued liabilities as of June 30, 2026.

The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands):

Note 13—Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Gross Environmental Credit Obligations

As of June 30, 2026, the U.S. Environmental Protection Agency (“EPA”) has not made a determination with respect to small refinery exemptions for the 2025 compliance year. Accordingly, our recorded RFS obligation for the six months ended

June 30, 2026, reflects 100% of the RFS obligation for the respective period with no assumption of SRE relief. Please read “Note 15—Commitments and Contingencies” for further information on the EPA regulations related to greenhouse gases.

Financial Statement Impact

Fair value amounts by hierarchy level as of June 30, 2026, and December 31, 2025, are presented gross in the tables below (in thousands):

(1)Does not include cash collateral of$4.3 million and $7.0 million as of June 30, 2026, and December 31, 2025, respectively, included within Prepaid and other current assets on our condensed consolidated balance sheets, respectively.

(2)Does not include RINs assets and other environmental credits of $364.9 million and $450.7 million presented in Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of June 30, 2026, and December 31, 2025, respectively.

(3)Does not include environmental liabilities of $361.6 million and $356.7 million satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits included in Other Accrued Liabilities on our condensed consolidated balance sheets as of June 30, 2026, and December 31, 2025, respectively.

A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands):

(1)Included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations.

The carrying value and fair value of long-term debt and other financial instruments as of June 30, 2026, and December 31, 2025, are as follows (in thousands):

(1)The fair value measurements of the ABL Credit Facility due 2031 are considered Level 3 measurements in the fair value hierarchy. The ABL Credit Facility due 2031 amended and restated the prior ABL Credit Facility in its entirety on May 14, 2026. Balances and activity prior to the amendment date reflect the prior ABL Credit Facility

(2)The fair value measurements of the Term Loan Credit Agreement, Senior Notes due 2034 and Other long-term debt are considered Level 2 measurements in the fair value hierarchy as discussed below.

The fair values of the Term Loan Credit Agreement, Senior Notes due 2034 and Other long-term debt were determined using a market approach based on quoted prices and the inputs used to measure the fair value are classified as Level 2 inputs within the fair value hierarchy.

The carrying value of our ABL Credit Facility due 2031, Renewables LC Facility and Product Financing Agreement were determined to approximate fair value as of June 30, 2026. The fair value of all non-derivative financial instruments recorded in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, and current liabilities, including accounts payable, approximate their carrying value due to their short-term nature.

Note 14—Leases

We have cancellable and non-cancellable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases includeone or more options to renew, with renewal terms that can extend the lease term fromone to 30 years or more. There are no material residual value guarantees associated with any of our leases.

The following table provides information on the amounts (in thousands) of our right-of-use assets (“ROU assets”) and liabilities, weighted-average remaining lease terms, and weighted average discount rates as of June 30, 2026, and December 31, 2025, and their placement within our condensed consolidated balance sheets:

The following table summarizes the lease costs and income recognized in our condensed consolidated statements of operations (in thousands):

(1)The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material.

The following table summarizes the supplemental cash flow information related to leases as follows (in thousands):

The table below includes the estimated future undiscounted cash flows for finance and operating leases as of June 30, 2026 (in thousands):

(1)Represents the period from July 1, 2026, to December 31, 2026.

Additionally, we have $1.4 million future undiscounted cash flows for operating leases andno future undiscounted cash flows for finance leases that have not yet commenced. The lease will commence when the asset is made available for our use.

Note 15—Commitments and Contingencies

In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows.

Tax and Related Matters

From time to time, Par Hawaii Refining, LLC (“PHR”) has appealed various tax assessments related to its land, buildings, and fuel storage tanks, and is currently appealing the City of Honolulu’s property tax assessments for tax years 2023, 2024, 2025, and 2026. During the first quarter of 2022, we received a tax assessment in the amount of $1.4 million from the Washington Department of Revenue related to its audit of certain taxes allegedly payable on certain sales of raw vacuum gas oil between 2014 and 2016. We appealed in November 2022. On September 26, 2025, the Thurston County Superior Court dismissed our refund claim. We have appealed to the Washington Court of Appeals. Additionally, by opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in the Hawaii foreign trade zone from certain state taxes. We and other similarly situated state taxpayers who had previously claimed such exemptions, certain of which we are contractually obligated to indemnify, are currently being audited for such prior tax periods. Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, on camera and under seal in the first circuit court of the state of Hawaii alleging that PHR, Par Pacific Holdings, Inc. and certain unnamed defendants made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking unspecified damages, penalties, interest, and injunctive relief. We dispute the allegations in the complaint and intend to vigorously defend ourselves in such proceeding.

Environmental Matters

Like other petroleum refiners, our operations are subject to extensive and periodically changing federal, state, and local environmental laws and regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time. The EPA also regularly conducts compliance inspections related to these regulations.

Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows.

Hawaii Consent Decree

On July 18, 2016, PHR and subsidiaries of Tesoro Corporation (“Tesoro”) entered into a consent decree with the EPA, the U.S. Department of Justice, and other state governmental authorities concerning alleged violations of the federal Clean Air Act (“CAA”) related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates (“Consent Decree”), including our refinery in Kapolei, Hawaii, that we acquired from Tesoro in 2013. On September 29, 2023, we received a letter from the EPA related to the alleged violation of certain air emissions limits, controls, monitoring, and repair requirements under the Consent Decree and the CAA. We are unable to predict the cost to resolve these alleged violations, but resolution will likely involve financial penalties or impose capital expenditure requirements that could be material.

Wyoming Refinery

Our Wyoming refinery is subject to a number of consent decrees, orders, and settlement agreements involving the EPA and/or the Wyoming Department of Environmental Quality, some of which date back to the late 1970s and several of which remain in effect, requiring further actions at the Wyoming refinery. The largest cost component arising from these various decrees relates to the investigation, monitoring, and remediation of soil, groundwater, surface water, and sediment contamination associated with the facility’s historic operations. Investigative work by Hermes Consolidated LLC and its wholly owned subsidiary Wyoming Pipeline Company (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts. As of June 30, 2026, we accrued $15.8 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder over approximately 25 years.

Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years, including remediation of soil in the impoundments to increase capacity and bring them to a usable state. Current information we have received suggests costs to complete these projects could be material.

Finally, among the various historic consent decrees, orders, and settlement agreements into which Wyoming Refining has entered, there are several penalty orders associated with exceedances of permitted limits by the Wyoming refinery’s wastewater discharges. Although the frequency of these exceedances has declined over time, Wyoming Refining may become subject to new penalty enforcement action in the next several years, which could involve penalties in excess of $300,000.

Regulation of Greenhouse Gases

Under the Energy Independence and Security Act (the “EISA”), the Renewable Fuel Standard (the “RFS”) requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply. Over time, higher annual RFS requirements have the potential to reduce demand for our refined transportation fuel products. The RFS enables the EPA to exempt certain small refineries from the renewable fuels blending requirements in the event such requirements would cause disproportionate economic hardship to that refinery. As of June 30, 2026, the EPA has not made a determination with respect to small refinery exemptions for the 2025 compliance year. Accordingly, our recorded RFS obligation for the three and six months ended June 30, 2026, reflects 100% of the RFS obligation for the respective period with no assumption of SRE relief.

Other

The Climate Commitment Act (“Washington CCA”) was established in 2021 and took effect January 1, 2023. The

Washington CCA established a cap and invest program designed to significantly reduce greenhouse gas emissions. We purchase emission allowances and compliance credits or allowances at State auctions and on the open market to meet our obligations under the CCA, and include the costs in the price of our products.

We assumed certain environmental liabilities as part of our purchase of the Montana refinery, including costs related to hazardous waste corrective measures and ground and surface water sampling and monitoring. Based on current information, reasonable estimates we received suggest the aggregate amount of these liabilities to be approximately $8.6 million. We expect to incur these costs over a 17 to 27 year period. On December 17, 2025, Exxon Mobil Corporation filed a complaint against Par Montana, LLC and several other parties to recover alleged cleanup costs at the Yale Oil site in Billings, Montana. However, at this time, we do not believe that we have any material liability associated with any Superfund site, including the Yale Oil site.

On November 6, 2025, Pacific Current, LLC, formerly the owner of the Hamakua power plant, filed a complaint against PHR and another company. The complaint claims that PHR manufactured and sold defective naphtha fuel to a third party that resold the fuel to Pacific Current, allegedly causing significant damage to the plant. We do not presently believe the outcome will have a material impact on our financial position, results of operations, or cash flows.

Note 16—Stockholders’ Equity

Share Repurchase Program

On February 20, 2026, the Board authorized a share repurchase program for up to $250 million of common stock, with no specified end date. This repurchase program terminated and replaced the prior authorization to repurchase up to $250 million of common stock. During the three and six months ended June 30, 2026,5 thousand and 742 thousand shares were repurchased under this share repurchase program for $0.2 million and $28.3 million, respectively. The repurchased shares were retired by the Company upon receipt. During the three and six months ended June 30, 2025,1.6 million and 5.2 million shares were repurchased under the prior share repurchase program for $28.2 million and $79.4 million, respectively. As of June 30, 2026, there was $250.0 million of authorization remaining under the current share repurchase program.

Incentive Plans

The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Par Pacific Holdings, Inc. 2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands):

During the three and six months ended June 30, 2026, we granted 4 thousand and 295 thousand shares of restricted stock and restricted stock units with a fair value of approximately $0.2 million and $12.7 million, respectively. As of June 30, 2026, there were approximately $19.0 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.5 years.

During the three and six months ended June 30, 2026, we grantedno stock option awards. As of June 30, 2026, there were approximately $3.7 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.8 years.

During the six months ended June 30, 2026, we granted 98 thousand performance restricted stock units to executive officers; no grants were made for the three months ended June 30, 2026. These performance restricted stock units had a fair value of approximately $4.2 million and are subject to certain annual performance targets based onthree-year-performance periods as defined by our Board of Directors. As of June 30, 2026, there were approximately $6.0 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.2 years.

During the six months ended June 30, 2026, we paid $18.2 million related to the exercises of stock options. During the three months ended June 30, 2026, there wereno payments related to stock option exercises. There wereno payments made related to the exercise of stock options during the three and six months ended June 30, 2025.

Note 17—Income (Loss) per Share

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

Note 18—Income Taxes

Our income tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter.

For the three and six months ended June 30, 2026, our effective tax rate differed from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for officers’ compensation and equity method investments.

For the three and six months ended June 30, 2025, our effective tax rate differed from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for equity compensation and equity method investments.

Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue. Our NOL carryforwards will not always be available to offset taxable income apportioned to the various states. The states from which our refining, retail, and logistics revenues are derived are not the same states in which our NOLs were incurred; therefore, we expect to incur state tax liabilities in connection with our refining, retail, and logistics operations.

Note 19—Segment Information

We report the results for the following four reportable segments: (i) Refining, (ii) Retail, (iii) Logistics and (iv) Corporate and Other. Segment asset information is not provided to our chief operating decision-maker.

Summarized financial information concerning reportable segments consists of the following (in thousands).

(1)Includes eliminations of intersegment revenues and cost of revenues of $197.3 million and $152.8 million for the three months ended June 30, 2026 and 2025, respectively.

(1)Includes eliminations of intersegment revenues and cost of revenues of $356.1 million and $301.7 million for the six months ended June 30, 2026 and 2025, respectively.