10q10k10q10k.net

What changed in PAR PACIFIC HOLDINGS, INC.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of PAR PACIFIC HOLDINGS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+403 added−343 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-28)

Top changes in PAR PACIFIC HOLDINGS, INC.'s 2025 10-K

403 paragraphs added · 343 removed · 286 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

59 edited+21 added−14 removed118 unchanged
Biggest changeOur commitment to doing 11 the right thing with the highest ethical standards enables us to achieve our best results. As we pursue growth and success, we believe it is important to keep our people safe and to protect our environment. Benefits We offer highly competitive compensation, be nefit, and time-off packages to promote employee fulfillment and work-life balance.
Biggest changeIt’s important, therefore, to keep our people safe and to protect the environment as we pursue growth and success. Integrity: We know right from wrong, our behaviors are guided by our mission and core values, and our people are trusted. We expect our work to be conducted with the highest ethical standards to achieve our best results.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (“PSLRA”), or in releases made by the SEC, all as may be amended from time to time.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (“PSLRA”), or in releases made by the SEC, as may be amended from time to time.
Beginning in 2025, we established the Montana 2 Index as a new benchmark for our Montana refinery. We believe the Montana Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Montana refinery’s financial performance compared to prior reported market indices.
Beginning in 2025, we established the Montana Index as a new benchmark for our Montana refinery. We believe the Montana Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Montana refinery’s financial performance compared to prior reported market indices.
We cannot 6 predict what effect additional regulation or legislation, enforcement policies, and claims for damages to property, employees, other persons, and the environment resulting from our operations could have on our activities. Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations.
We cannot predict what effect additional regulation or legislation, enforcement policies, and claims for damages to property, employees, other persons, and the environment resulting from our operations could have on our activities. Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations.
However, in 2022, EPA generally denied all small refinery exemption petitions, including ours. Litigation surrounding the 2022 RFS volumetric requirements and other aspects of those final rules, including the EPA’s denial of small refinery relief, is ongoing in several cases. On July 26, 2024, 8 the D.C. Circuit in Sinclair Wyoming Refining Company v.
However, in 2022, EPA generally denied all small refinery exemption petitions, including ours. Litigation surrounding the 2022 RFS volumetric requirements and other aspects of those final rules, including the EPA’s denial of small refinery relief, is ongoing in several cases. On July 26, 2024, the D.C. Circuit in Sinclair Wyoming Refining Company v.
These cautionary statements are being made pursuant to the Securities Act, the Exchange Act, and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. The forward-looking statements contained in this Annual Report on Form 10-K are largely based on our expectations, which reflect estimates and assumptions made by our management.
These cautionary 12 statements are being made pursuant to the Securities Act, the Exchange Act, and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. The forward-looking statements contained in this Annual Report on Form 10-K are largely based on our expectations, which reflect estimates and assumptions made by our management.
The GHG rules include an alternative for facilities to demonstrate that further GHG reductions are not economically viable and an additional provision that authorized the DOH to issue a waiver if GHGs are being effectively controlled as a consequence of other state initiatives and regulations such as the Renewable Portfolio Standard.
The GHG rules include an alternative for facilities to demonstrate that further GHG reductions are not economically viable and an additional provision that authorized the DOH to issue a waiver if GHGs are being effectively controlled as a consequence of other state initiatives and regulations such as the Renewable 7 Portfolio Standard.
These various forms of transportation allow the movement of crude oil, various feedstocks, and a variety of refined products from our suppliers to our refineries, among our refineries, and from our refineries to our customers. Please read our Logistics segment discussion below for additional information. Descriptions of our refineries and their capacities are below. Hawaii Refinery.
These various forms of transportation allow the movement of crude oil, various feedstocks, 2 and a variety of refined products from our suppliers to our refineries, among our refineries, and from our refineries to our customers. Please read our Logistics segment discussion below for additional information. Descriptions of our refineries and their capacities are below. Hawaii Refinery.
The Washington crude cost is calculated as 67% Bakken Williston differential to WTI and 33% WCS Hardisty differential to WTI. The Washington crude cost is lagged by one month and includes an inflation adjusted crude delivery cost. Other costs of sales and crude delivery costs are based on historical averages and management’s estimates.
The Washington crude cost is calculated as 67% Bakken Williston differential to WTI and 33% WCS Hardisty differential to WTI. The Washington crude 3 cost is lagged by one month and includes an inflation adjusted crude delivery cost. Other costs of sales and crude delivery costs are based on historical averages and management’s estimates.
Please read “Item 1A. — Risk Factors” and “Item 7. — Management’s Discussion and Analysis of Financial 1 Condition and Results of Operations — Overview” for further discussion of the risks, uncertainties, and actions we have taken in response to the conditions noted above and the resulting economic impacts.
Please read “Item 1A. — Risk Factors” and “Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview” for further discussion of the risks, uncertainties, and actions we have taken in response to the conditions noted above and the resulting economic impacts.
Both programs involve 7 gradual tightening of standards over time which will likely require us to take additional actions or credit purchases, some of which may eventually be material. Both programs are likely to reduce transportation fuel demand.
Both programs involve gradual tightening of standards over time which will likely require us to take additional actions or credit purchases, some of which may eventually be material. Both programs are likely to reduce transportation fuel demand.
On September 29, 2023, we 10 received a letter from EPA related to the alleged violation of certain air emissions limits, controls, monitoring, and repair requirements under the Consent Decree and the Clean Air Act.
On September 29, 2023, we received a letter from EPA related to the alleged violation of certain air emissions limits, controls, monitoring, and repair requirements under the Consent Decree and the Clean Air Act.
These persons include the current owner and operator of a site, any former owner or operator who operated the site at the time of a release, transporters, and persons that disposed or arranged for the disposal of hazardous substances at a site.
These persons include the current 9 owner and operator of a site, any former owner or operator who operated the site at the time of a release, transporters, and persons that disposed or arranged for the disposal of hazardous substances at a site.
In January 2024, our Wyoming refinery was also awarded the EPA’s ENERGY STAR certification. 3 Crude Oil Supply We source our crude oil feedstock from North America, Asia, Latin America, Africa, the Middle East, and other sources. Effective March 3, 2022, we suspended purchases of Russian crude oil as a response to the Russia-Ukraine conflict.
In January 2024, our Wyoming refinery was also awarded the EPA’s ENERGY STAR certification. Crude Oil Supply We source our crude oil feedstock from North America, Asia, Latin America, Africa, the Middle East, and other sources. Effective March 3, 2022, we suspended purchases of Russian crude oil as a response to the Russia-Ukraine war.
West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming. As of December 31, 2024, we owned a 46% equity investment in Laramie Energy, LLC (“Laramie Energy”), an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.
West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming. As of December 31, 2025, we owned a 46% equity investment in Laramie Energy, LLC (“Laramie Energy”), an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.
The remaining locations in Hawaii are cardlocks or sites operated by third parties where we retain ownership of the fuel and set retail pricing. As of December 31, 2024, our company-operated convenience stores with fuel in Hawaii are branded “Hele,” our proprietary brand. Additionally, some of our partner sites operate under our proprietary Hele fuel brand.
The remaining locations in Hawaii are cardlocks or sites operated by third parties where we retain ownership of the fuel and set retail pricing. As of December 31, 2025, our company-operated convenience stores with fuel in Hawaii are branded “Hele,” our proprietary brand. Additionally, some of our partner sites operate under our proprietary Hele fuel brand.
We do not intend to update or revise any forward-looking statements as a result of new information, future events, or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. 12
We do not intend to update or revise any forward-looking statements as a result of new information, future events, or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. 13
Retail The retail segment includes locations in Hawaii, Washington, and Idaho where we set the price to the retail consumer. Certain of our Hawaii locations and all of the Washington and Idaho locations are operated by our personnel and include various sizes of convenience stores, snack shops, and kiosks.
Retail The retail segment includes locations in Hawaii, Washington, and Idaho where we set the price to the retail consumer. Certain of our Hawaii locations and all of the Washington and Idaho locations are operated by our personnel and include various sizes of convenience stores and kiosks.
OTHER OPERATIONS Laramie Energy As of December 31, 2024, we owned a 46% equity investment in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.
OTHER OPERATIONS Laramie Energy As of December 31, 2025, we owned a 46% equity investment in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.
The South Dakota economy is anchored by tourism, including visitors to Mount Rushmore and the Black Hills, as well as government and health care spending. According to the South Dakota Department of Tourism, visitor spending increased in 2024.
The South Dakota economy is anchored by tourism, including visitors to Mount Rushmore and the Black Hills, as well as government and health care spending. According to the South Dakota Department of Tourism, visitor spending increased in 2025.
For each of the years ended December 31, 2024, 2023, and 2022, we had one customer in our refining segment that accounted for 12%, 13%, and 17%, respectively, of our consolidated revenue. No other customer accounted for more than 10% of our consolidated revenues during the years ended December 31, 2024, 2023, and 2022.
For each of the years ended December 31, 2025, 2024, and 2023, we had one customer in our refining segment that accounted for 12%, 12%, and 13%, respectively, of our consolidated revenue. No other customer accounted for more than 10% of our consolidated revenues during the years ended December 31, 2025, 2024, and 2023.
From the Hawaii refinery, we distribute refined products through our logistics network of pipelines, trucks, leased barges, terminals, and storage facilities throughout the islands of Oahu, Maui, Hawaii, Molokai, and Kauai and for export to the U.S.
From the Hawaii refinery, we distribute refined products through our logistics network of pipelines, trucks, leased barges, terminals, and storage facilities throughout the islands of Oahu, Maui, Hawaii, Molokai, and Kauai and for export to the U.S. West Coast and Asia.
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. For more information, please read Note 18—Commitments and Contingencies to our consolidated financial statements under Item 8 of this Form 10-K.
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. For more information, please read “Note 19—Commitments and Contingencies” to our consolidated financial statements under Item 8 of this Form 10-K.
After aggressively raising interest rates in 2022 and early 2023 to bring down inflation, the Fed cut interest rates in 2024 in response to positive indicators of economic growth, including easing labor market conditions and lower inflation. Interest rates decreased to a range of 4.25% to 4.50% in December 2024 from 5.25% to 5.50% in December 2023.
After aggressively raising interest rates in early 2023 to bring down inflation, the Fed cut interest rates in 2024 and 2025 in response to positive indicators of economic growth, including easing labor market conditions and lower inflation. Interest rates decreased to a range of 3.50% to 3.75% in December 2025 from 4.25% to 4.50% in December 2024.
Bureau of Economic Analysis (the “BEA”), gross domestic product (“GDP”) for the State of Washington grew by 5.1% from 2023 to 2024 based on seasonally adjusted preliminary third quarter 2024 data.
Bureau of Economic Analysis (the “BEA”), gross domestic product (“GDP”) for the State of Washington grew by 2.5% from 2024 to 2025 based on seasonally adjusted preliminary third quarter 2025 data.
Please read Note 4—Investment in Laramie Energy to our consolidated financial statements under Item 8 of this Form 10-K for further information. Other Investments As noted in the Refining and Logistics discussions above, as of December 31, 2024, through the Billings Acquisition, we own a 65% and a 40% equity investment in YELP and YPLC, respectively.
Please read “Note 4—Investment in Laramie Energy” to our consolidated financial statements under Item 8 of this Form 10-K for further information. 6 Other Investments As noted in the Refining and Logistics discussions above, as of December 31, 2025, through the Billings Acquisition, we own a 65% and a 40% equity investment in YELP and YPLC, respectively.
Mainland Markets Spokane, Washington, and Northwest Idaho are the primary regions of our Pacific Northwest retail operations and are enjoying significantly higher population growth rates than the country as a whole. The U.S. Census Bureau noted that the population increased 3.3% in Washington and 8.8% in Idaho from 2020 to 2024 versus a national increase of only 2.6%.
Mainland Markets Spokane, Washington, and Northwest Idaho are the primary regions of our Pacific Northwest retail operations and are enjoying significantly higher population growth rates than the country as a whole. The U.S. Census Bureau noted that the population increased 3.8% in Washington and 10.4% in Idaho from 2020 to 2025 versus a national increase of only 3.1%.
Census Bureau, the population in Pennington County, the state’s second largest county, increased by 8.2% from 2010 to 2020 compared to 7.4% nationally over the same period. Demand for gasoline is highly seasonal, with a large increase in demand during the summer driving season.
Census Bureau, the population in Pennington County, the state’s second largest county, increased by 6.2% from 2020 to 2024 compared to 2.6% nationally over the same period. Demand for gasoline is highly seasonal, with a large increase in demand during the summer driving season.
Our Montana logistics network services the PADD IV and V regions. Washington Logistics Our Washington logistics network includes storage capacity, a proprietary jet fuel pipeline that serves Joint Base Lewis McChord, a marine terminal with waterfront property, a unit train-capable rail loading terminal, a manifest rail siding, including asphalt, butane, biodiesel loading and unloading facilities, and a truck rack.
Washington Logistics Our Washington logistics network includes storage capacity, a proprietary jet fuel pipeline that serves Joint Base Lewis McChord, a marine terminal with waterfront property, a unit train-capable rail loading terminal, a manifest rail siding, including asphalt, butane, biodiesel loading and unloading facilities, and a truck rack.
Effective February 21, 2023, we resumed the application of the equity method of accounting with respect to our investment in Laramie Energy, which was previously reduced to a book value of zero. The balance of our investment in Laramie Energy was $12.5 million as of December 31, 2024.
Effective February 21, 2023, we resumed the application of the equity method of accounting with respect to our investment in Laramie Energy, which was previously reduced to a book value of zero. The balance of our investment in Laramie Energy was $35.8 million as of December 31, 2025.
The EPA continues to review and, in many cases, tighten ambient air quality standards, which standards, along with the advancement of pollution control technologies, could result in new regulatory and permit requirements that will impact our refining activities and involve additional costs. The EPA also regularly conducts compliance inspections related to these requirements.
The EPA continues to review and, in many cases, tighten ambient air quality standards, which standards, along with the advancement of pollution control technologies, could result in new regulatory and permit requirements that will impact our refining activities and involve additional costs.
Spokane is a regional hub in eastern Washington, with a population of over a half million and a variety of employers in health care, retail, and other industries.
Spokane is a regional hub in eastern Washington, with a population of over a half million and a variety of employers in health care, retail, and other industries. According to the U.S.
On September 29, 2015, the EPA announced a final rule updating standards that control toxic air emissions from petroleum refineries, addressing, among other things, flaring operations, fence line air quality monitoring, and additional emission reductions from storage tanks and delayed coking units.
The EPA also regularly conducts compliance inspections related to these requirements. 10 On September 29, 2015, the EPA announced a final rule updating standards that control toxic air emissions from petroleum refineries, addressing, among other things, flaring operations, fence line air quality monitoring, and additional emission reductions from storage tanks and delayed coking units.
Competitors of our Pacific Northwest retail assets include the Chevron, Exxon, Conoco, Safeway, and Costco national brands, regional brands such as Maverik, Holiday, and Fred Meyer, and other local retail brands.
Our Hawaii competitors include the Shell, Texaco, Costco, Safeway, and Sam’s Club national brands, regional brand Aloha, and other local retailers. Competitors of our Pacific Northwest retail assets include the Chevron, Exxon, Conoco, Safeway, and Costco national brands, regional brands such as Maverik, Holiday, and Fred Meyer, and other local retail brands.
West Coast and Asia. 4 Montana Logistics On June 1, 2023, we purchased distribution and logistics assets in the upper Rockies region, including the wholly owned Silvertip Pipeline, a 40% interest in the Yellowstone refined products pipeline, and four wholly owned and three joint venture refined product terminals located in Montana and Washington.
Montana Logistics On June 1, 2023, we purchased distribution and logistics assets in the upper Rockies region, including the wholly owned Silvertip Pipeline, a 40% interest in the Yellowstone refined products pipeline, and four wholly owned and three joint venture refined product terminals located in Montana and Washington. Our Montana logistics network services the PADD IV and V regions.
The Russia-Ukraine war, the Israel-Palestine conflict, Houthi attacks in the Red Sea, and Iranian activities in the Strait of Hormuz have all continued to disrupt global trade patterns, increase crude oil price volatility, and increase freight costs and delivery times.
The Russia-Ukraine war, the Israel-Palestine conflict, the political activity in Venezuela, Houthi-related disruptions in the Red Sea, and tensions involving Iran and the Strait of Hormuz have all continued to disrupt global trade patterns, increase crude oil price volatility, and, at times, increase freight costs and delivery times.
Crude oil pricing decreased in 2024 compared to 2023. Brent crude oil pricing averaged $79.86 per barrel in 2024 compared to $82.17 per barrel in 2023. The U.S. retail price for regular-grade gasoline averaged $3.30 per gallon in 2024 compared to $3.52 per gallon in 2023.
Crude oil prices decreased in 2025 compared to 2024. Brent crude oil prices averaged $68.19 per barrel in 2025 compared to $79.86 per barrel in 2024. The U.S. retail price for regular-grade gasoline averaged $3.10 per gallon in 2025 compared to $3.30 per gallon in 2024.
As of December 31, 2024, through the Billings Acquisition (as defined in Note 5—Acquisitions under Item 8 of this Annual Report on Form 10-K), we own a 65% and a 40% equity investment in Yellowstone Energy Limited Partnership (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively. Our Corporate and Other reportable segment primarily includes general and administrative costs.
As of December 31, 2025, through the Billings Acquisition (as defined in “Note 6—Acquisitions” under Item 8 of this Annual Report on Form 10-K), we own a 65% and a 40% equity investment in Yellowstone Energy Limited Partnership (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively.
The WDOE has also issued final rules with respect to the “cap and trade”-style program with an effective date of November 1, 2022, with credit allocations and auctions commencing during 2023.
The WDOE has also issued final rules with respect to the “cap and trade”-style program with an effective date of November 1, 2022, with credit allocations and auctions commencing during 2023. These programs have required us to take additional action to meet the standards set under the aforementioned laws.
We, and other refiners subject to the RFS, may meet the RFS requirements by blending the necessary volumes of renewable fuels produced by us or purchased from third parties.
In the near term, the RFS will be satisfied primarily with fuel ethanol blended into gasoline. We, and other refiners subject to the RFS, may meet the RFS requirements by blending the necessary volumes of renewable fuels produced by us or purchased from third parties.
Alternatively, you may access these reports at the SEC’s website at www.sec.gov . OPERATING SEGMENTS Refining We own and operate refineries in Hawaii, Wyoming, Washington, and Montana, with total operating crude oil throughput capacity of 219 Mbpd. During the year ended December 31, 2024, our refineries processed 186.7 Mbpd of crude oil and sold 199.9 Mbpd of refined products.
OPERATING SEGMENTS Refining We own and operate refineries in Hawaii, Wyoming, Washington, and Montana, with total operating crude oil throughput capacity of 219 Mbpd. During the year ended December 31, 2025, our refineries processed 187.8 Mbpd of crude oil and sold 199.1 Mbpd of refined products.
At this time, we do not believe that we have any material liability associated with any Superfund site and we have not been notified of any claim, liability, or damages under CERCLA. 9 Oil Pollution Act The Oil Pollution Act of 1990 (“OPA”) and regulations thereunder impose a variety of requirements on “responsible parties” related to the prevention of crude oil spills and liability for damages resulting from such spills in U.S. waters.
Oil Pollution Act The Oil Pollution Act of 1990 (“OPA”) and regulations thereunder impose a variety of requirements on “responsible parties” related to the prevention of crude oil spills and liability for damages resulting from such spills in U.S. waters.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any other materials filed with, or furnished to, the U.S. Securities and Exchange Commission (“SEC”) by us are available on our website (under “Investors”) free of charge, as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC.
Securities and Exchange Commission (“SEC”) by us are available on our website (under “Investors”) free of charge, as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. Alternatively, you may access these reports at the SEC’s website at www.sec.gov .
Please read Note 23—Segment Information to our consolidated financial statements under Item 8 of this Form 10-K for detailed information on our operating results by segment. Macroeconomic Factors Affecting Our Business U.S. and Global Inflationary Factors. Energy prices are, among other factors, indicators of inflation, and the U.S. Federal Reserve (the “Fed”) has taken significant steps to curb inflation.
Macroeconomic Factors Affecting Our Business U.S. and Global Inflationary Factors. Energy prices are, among other factors, indicators of inflation, and the U.S. Federal Reserve (the “Fed”) has taken significant steps to curb inflation.
According to the Spokane City Department of Economic Development, the unemployment rate 5 was 4.8% through July 2024, and the average annual wage was $62 thousand in the fourth quarter of 2023 in positions covered by unemployment insurance. A significant portion of the products produced by our Washington refinery stay within the Puget Sound region.
Labor Bureau, the average unemployment rate was 4.4% as of September 2025, and the average annual wage was $68 thousand as of June 2025 in positions covered by unemployment insurance. A significant portion of the products produced by our Washington refinery stay within the Puget Sound region.
Our cardlock locations on Kauai are branded Kauai Automated Fuels (“KAF”). We operate convenience stores at all of our retail fuel outlets in Washington and Idaho. We use our proprietary “nomnom” brand at both the fueling facilities and stores. Our current store count includes the acquisition and rebranding of three convenience store locations in Washington acquired on December 2, 2022.
We operate convenience stores at all of our retail fuel outlets in Washington and Idaho. We use our proprietary “nomnom” brand at both the fueling facilities and stores. Our cardlock locations on Kauai are branded Kauai Automated Fuels (“KAF”). 4 Competition Competitive factors that affect our retail performance include product price, station appearance, location, customer service, and brand awareness.
By model year 2032, the revised standards would require an industry-wide fleet average of 58 miles per gallon for passenger cars and light-duty trucks. Higher fuel economy standards have the potential to reduce demand for our refined transportation fuel products. Under EISA, the RFS requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply.
Higher fuel economy standards have the potential to reduce demand for our refined transportation fuel products. 8 Under EISA, 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.
Our 1,787 employees work in the following operating segments throughout the United States: Operating Segment Number of Employees Refining and Logistics 1,069 Retail 532 Corporate 186 Total 1,787 Culture and Values Par is a values-driven company. Our tight-knit community values integrity, creativity, hard work, and respect for others.
Our employees are distributed across the following operating segments within the United States: Operating Segment Number of Employees Refining and Logistics 1,047 Retail 522 Corporate 189 Total 1,758 Culture and Values Par is a values-driven company grounded in a strong sense of community. Our culture is built on four core values: respect for others, integrity, collaborative innovation, and heart.
Throughout this Annual Report on Form 10-K, the terms “Par,” the “Company,” “we,” “our,” and “us” refer to Par Pacific Holdings, Inc. and its consolidated subsidiaries unless the context suggests otherwise. Available Information Our website address is www.parpacific.com . Information contained on our website is not part of this Annual Report on Form 10-K.
Our principal executive office is located at 825 Town & Country Lane, Suite 1500, Houston, Texas 77024 and our telephone number is (281) 899-4800. Throughout this Annual Report on Form 10-K, the terms “Par,” the “Company,” “we,” “our,” and “us” refer to Par Pacific Holdings, Inc. and its consolidated subsidiaries unless the context suggests otherwise.
We also employ three employees in Montana in our Rocky Mountain Pipeline & Terminals business that are represented by the Rocky Mountain Union (“RMU”) with an agreement effective through October 1, 2025. We value our employees and constantly strive to maintain and improve satisfactory relationships with them.
In addition, three employees in our Mainland Logistics business in Montana were represented by the Rocky Mountain Union under an agreement effective through October 1, 2026. 11 We value our employees and continuously strive to maintain constructive and positive working relationships.
We also own and operate a jet fuel storage facility and pipeline that serve Ellsworth Air Force Base in South Dakota. Markets Hawaii Market Hawaii is largely dependent on the visitor industry which impacts the state’s fuel consumption, particularly jet fuel.
We also own and operate a jet fuel storage facility and pipeline that serve Ellsworth Air Force Base in South Dakota. Markets Hawaii Market Hawaii’s major economic indicators improved overall during the nine months ended September 30, 2025.
This decline was due, in part, to lower crude oil prices in 2024 compared to 2023, as noted above, as well as lower global demand primarily driven by decreased demand in China.
This decline was due, in part, to lower crude oil prices in 2025 compared to 2024, as noted above. The decrease in crude prices in 2025 was primarily due to increased global oil inventories driven by increased production by the Organization of the Petroleum Exporting Countries (“OPEC”) in the second half of 2025. Geopolitical Conflicts.
Our benefits include our retirement savings plan with company match, employee stock purchase plan, extensive health and wellness benefits, generous time off allowance, and a tuition reimbursement program. Health and Safety Safety is paramount to every operation and activity we undertake at Par.
Benefits We offer competitive compensation, benefits, and time-off programs designed to support employee well-being and work-life balance. Our benefits include a retirement savings plan with company match, an employee stock purchase plan, comprehensive health and wellness benefits, generous paid time off, tuition reimbursement, and an adoption assistance program. Health and Safety Safety is a core priority across all Par operations.
Please read Note 3—Refining and Logistics Equity Investments to our consolidated financial statements under Item 8 of this Form 10-K for further information. ENVIRONMENTAL REGULATIONS General Our activities are subject to existing federal, state, and local laws and regulations governing environmental quality and pollution control.
ENVIRONMENTAL REGULATIONS General Our activities are subject to existing federal, state, and local laws and regulations governing environmental quality and pollution control.
HUMAN CAPITAL Workforce Composition We believe our employees are our most valuable asset. By investing in our employees, we are able to achieve success and continue to execute on our mission and vision.
HUMAN CAPITAL Workforce Composition We believe our employees are our most valuable asset. By investing in our workforce, we support strong execution of our mission of Humbly Serving Communities while advancing our vision for each business segment.
South Dakota welcomed 14.9 million visitors for the year, resulting in visitor spending of approximately $5.1 billion in 2024, an increase of 2.8% compared to 2023, due to a 5.4% increase driven by short-term rental price and demand increases.
South Dakota welcomed 15.0 million visitors for the year, resulting in visitor spending of approximately $5.2 billion in 2025, an increase of 1.1% compared to 2024, due to increased spending for recreation, food and beverage, and lodging. Additionally, $1.1 billion, or 21%, of tourism dollars was spent on transportation services in 2025, a decrease of 1.3% compared to 2024.
These four pillars support our successes and strengthen our ability to be an effective and fun place to work. We value innovative thought and rally behind ideas that create new opportunities. We believe this drives our growth and success. We value the unique heritage, experiences, and contributions of everyone we get to work with and serve.
These values guide our actions, support our success, and strengthen our ability to be an effective and engaging place to work. Respect for Others: We listen before we speak, yet understand action is needed for progress. We value the unique heritage, experiences, and contributions of everyone and everywhere we are blessed to work with and serve.
At December 31, 2024, our workforce consisted of 1,787 employees, including 403 employees, or 23% of our total workforce, at our Hawaii, Washington, and Montana refineries represented by the United Steelworkers Union (“USW”) with collective bargaining agreements effective through January 31, 2026.
Of this total, 395 employees, representing approximately 22% of our workforce, were employed at our Hawaii, Washington, and Montana refineries and were represented by the United Steelworkers Union under collective bargaining agreements that expired January 31, 2026, and are currently subject to 24-hour extension periods while the parties continue their negotiations.
Corporate Information Our common stock is listed and trades on the New York Stock Exchange (the “NYSE”) under the ticker symbol “PARR.” Our principal executive office is located at 825 Town & Country Lane, Suite 1500, Houston, Texas 77024 and our telephone number is (281) 899-4800.
Corporate Information Our common stock is listed and trades on the New York Stock Exchange (the “NYSE”) under the ticker symbol “PARR.” Effective November 5, 2025, our common stock is dual listed on NYSE Texas. The NYSE will remain our primary exchange, and we will continue to trade under the ticker symbol “PARR” on both exchanges.
Removed
The International Energy Agency (“IEA”) revised its forecast in its February 2025 Oil Market Report, which projected higher global oil demand in 2025 citing China, India, and other emerging Asian economies as the primary sources of growth. Geopolitical Conflicts.
Added
As of December 31, 2025, we also held a 63.5% ownership interest in Hawaii Renewables, LLC (“Hawaii Renewables”). Our Corporate and Other reportable segment primarily includes general and administrative costs. Please read “Note 24—Segment Information” to our consolidated financial statements under Item 8 of this Form 10-K for detailed information on our operating results by segment.
Removed
The overall effect of these conflicts and actions taken to limit the purchase of Russian petroleum products in response to the Russia-Ukraine war have raised the operating costs of many European and other refineries.
Added
Sanctions, price caps, and related restrictions on Russian crude oil and petroleum products, as well as evolving U.S. sanctions and licensing regimes affecting Venezuela’s petroleum sector, have further reshaped crude and refined product trade patterns, which may indirectly affect our business through changes in the availability and pricing of crude oil and feedstocks, 1 and increased volatility in refining margins.
Removed
Additionally, we opened a new to industry site in a growth area of Spokane, Washington, on September 25, 2023. Competition Competitive factors that affect our retail performance include product price, station appearance, location, customer service, and brand awareness. Our Hawaii competitors include the Shell, Texaco, Costco, Safeway, and Sam’s Club national brands, regional brand Aloha, and other local retailers.
Added
Further escalation, renewed maritime disruptions, or additional sanctions could adversely affect our supply economics, operating costs, and results of operations. Tariffs. Effective August 1, 2025, the U.S. adopted new and increased tariffs on countries and specific goods, subject to evolving exemptions.
Removed
The state experienced a projected overall decrease of 0.6% in visitor arrivals in 2024, according to the Hawaii Department of Business, Economic Development and Tourism (“DBEDT”). However, Hawaii expects to see an increase in visitor arrivals in 2025, as the Japanese visitor market begins to recover. A full recovery is not expected until 2027, when 10.4 million visitors are projected.
Added
In October 2025, the U.S. government announced a series of new and expanded tariffs on imports from China and other countries, including a 100% tariff on certain categories of goods and increased duties.
Removed
Visitor spending is projected to be $20.6 billion in 2024, and is expected to increase to $23.2 billion by 2027. In 2024, the construction industry was the largest contributor to the economy and job growth.
Added
On November 1, 2025, the U.S. government announced a deal with China that retained heightened reciprocal tariffs and suspended (retaining a 10% baseline) and reduced certain China-specific tariffs, effective November 10, 2025. Separately, previously announced tariffs on imports from other countries went into effect on November 1, 2025.
Removed
According to DBEDT, Hawaii’s construction industry has been growing continuously over the past decade and the total value of construction, as measured by the contracting tax base, reached $11.8 billion in 2023. During the first half of 2024, the contracting tax base totaled $6.5 billion or a 14.8% increase from the same period in 2023.
Added
In January 2026, the U.S. government announced that an additional 25% tariff would be imposed on countries purchasing Iranian oil. On February 20, 2026, the U.S Supreme Court ruled that the International Emergency Powers Act (“IEEPA”) does not authorize presidential tariff actions and invalidated prior IEEPA-based global duties.
Removed
Construction payroll jobs reached 43,300 in October 2024, a historic record high level for Hawaii. Based on DBEDT’s analysis, the value of private building permits increased 28.6% during the first 10 months of 2024.
Added
In response, the U.S. government imposed a temporary 10% global tariff under Section 122 of the Trade Act of 1974 that was increased to 15% prior to becoming effective on February 24, 2026.
Removed
A total of $9.8 billion in government contracts were awarded in calendar years 2022, and 2023, and these awards are projected to have a lasting, positive impact for several years. Private residential and government construction is expected to lead construction activity in 2025 and be one of the main drivers for economic growth in the next few years.
Added
Those policies, along with retaliatory actions by some trading partners, increased US-China trade tensions, and ongoing negotiations around trade policy, have led to increased volatility, upward pressure on prices of a wide range of goods, and unpredictability for global trade.
Removed
The statewide unemployment rate was 3% for the first 10 months of 2024, which put Hawaii at the eighth lowest in the nation. Hawaii unemployment has been below the U.S. national average since July 2021, and, in October 2024, Hawaii’s unemployment rate was 1% lower than the national average.
Added
Available Information Our website address is www.parpacific.com . Information contained on our website is not part of this Annual Report on Form 10-K. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any other materials filed with, or furnished to, the U.S.
Removed
Additionally, $1.1 billion, or 21%, of tourism dollars were spent on transportation services in 2024, a decrease of 1% compared to 2023, due to decline in gas prices as most visitors arrive by car.
Added
Also available on our website are copies of our Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Executive Committee Charter, Operations and Technology Committee Charter and Code of Business Conduct and Ethics, Our Code of Business Conduct and Ethics applies to all of our officers, employees and directors, including our principal executive officer, principal financial officer and principal accounting officer.
Removed
These programs have required us to take additional action to meet the standards set under the aforementioned laws, however this activity did not have a material impact on earnings in 2023 or 2024.

… 14 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

52 edited+24 added−8 removed173 unchanged
Biggest changeCrude oil in storage tanks and certain crude oil in transit at our Hawaii refinery is subject to our Inventory Intermediation Agreement. Deliveries of crude oil at our other refineries are subject to the ABL Credit Facility.
Biggest changeIf we are unable to obtain crude oil supplies for our refineries without the benefit of our Inventory Intermediation Agreement and ABL Credit Facility, the capital required to finance our crude oil supply could negatively impact our liquidity. Crude oil in storage tanks and certain crude oil in transit at our Hawaii refinery is subject to our Inventory Intermediation Agreement.
Our substantial level of indebtedness could have important consequences, including the following: • we must use a substantial portion of our cash flow from operations to pay interest and principal on our indebtedness and obligations under the Inventory Intermediation Agreement, which reduces funds available to us for other purposes, such as working capital, capital expenditures, other general corporate purposes, and potential acquisitions; 21 • our ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions, or general corporate purposes may be impaired; • our leverage may be greater than that of some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in responding to current and changing industry and financial market conditions; • we may be more vulnerable to economic downturns and adverse developments in our business; and • we may be unable to comply with financial and other restrictive covenants in our debt agreements, some of which require us to maintain specified financial ratios and limit our ability to incur additional debt and sell assets, which could result in an event of default that, if not cured or waived, would have an adverse effect on our business and prospects and could result in bankruptcy.
Our substantial level of indebtedness could have important consequences, including the following: • we must use a substantial portion of our cash flow from operations to pay interest and principal on our indebtedness and obligations under the Inventory Intermediation Agreement, which reduces funds available to us for other purposes, such as working capital, capital expenditures, other general corporate purposes, and potential acquisitions; • our ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions, or general corporate purposes may be impaired; • our leverage may be greater than that of some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in responding to current and changing industry and financial market conditions; • we may be more vulnerable to economic downturns and adverse developments in our business; and • we may be unable to comply with financial and other restrictive covenants in our debt agreements, some of which require us to maintain specified financial ratios and limit our ability to incur additional debt and sell assets, which could result in an event of default that, if not cured or waived, would have an adverse effect on our business and prospects and could result in bankruptcy.
We may be unable to execute our long-term operating strategy if we cannot obtain capital from these or other sources when the need arises. Our ability to generate cash and repay our indebtedness or fund capital expenditures depends on many factors beyond our control and any failure to do so could harm our business, financial condition, and results of operations.
We may be unable to execute our long-term operating strategy if we cannot obtain capital from these or other sources when the need arises. 22 Our ability to generate cash and repay our indebtedness or fund capital expenditures depends on many factors beyond our control and any failure to do so could harm our business, financial condition, and results of operations.
Additionally, legislation designed to protect animal and plant species, such as the Magnuson amendment to the Marine Mammal Protection Act, may limit or restrict our ability to construct or expand new oil terminals and oil-by-rail infrastructure in the state of Washington, which could have a material impact on our business, financial condition, and results of operations.
Additionally, legislation designed to protect animal and plant species, such as the Magnuson amendment to the Marine Mammal Protection Act, may limit or restrict our ability to construct or expand new oil terminals and oil-by-rail infrastructure 17 in the state of Washington, which could have a material impact on our business, financial condition, and results of operations.
These requirements could require us to install new or modified safety controls, pursue additional capital projects, or conduct maintenance programs on an accelerated basis, any or all of which tasks could result in us incurring increased operating costs that could be significant and have a material adverse effect on our financial position or results of operations.
These requirements could require us to install new or modified safety controls, pursue additional capital projects, or conduct maintenance programs on an accelerated basis, any or all of which tasks could result in us incurring 20 increased operating costs that could be significant and have a material adverse effect on our financial position or results of operations.
These state actions could reduce demand for our refined petroleum products, which could have a material adverse effect on our business, results of operations, and financial condition. Potential legislative and regulatory actions addressing climate change could increase our costs, reduce our revenue and cash flow from operations, or otherwise alter the way we conduct our business.
These state actions could reduce demand for our refined petroleum products, which could have a material adverse effect on our business, results of operations, and financial condition. 18 Potential legislative and regulatory actions addressing climate change could increase our costs, reduce our revenue and cash flow from operations, or otherwise alter the way we conduct our business.
Our inability to successfully identify, execute, or effectively integrate future acquisitions may negatively affect our results of operations. 23 Acquisitions may prove to be worth less than we paid because of uncertainties in evaluating potential liabilities. Our recent growth is due in large part to acquisitions, such as the acquisitions of our Montana refining business.
Our inability to successfully identify, execute, or effectively integrate future acquisitions may negatively affect our results of operations. Acquisitions may prove to be worth less than we paid because of uncertainties in evaluating potential liabilities. Our recent growth is due in large part to acquisitions, such as the acquisitions of our Montana refining business.
In addition, the EPA is considering changes to the existing RFS program regulations and other regulatory 16 initiatives under the RFS program that could impact future standards. Although uncertain, any of these events may cause the price of RINs to rise and result in additional costs in connection with RFS compliance.
In addition, the EPA is considering changes to the existing RFS program regulations and other regulatory initiatives under the RFS program that could impact future standards. Although uncertain, any of these events may cause the price of RINs to rise and result in additional costs in connection with RFS compliance.
We monitor for GHG emissions at our refineries and believe we are in substantial compliance with the applicable GHG reporting requirements. Certain of the third-party drilling and production entities in which we hold a working interest also may be subject 17 to reporting of GHG emissions in the U.S.
We monitor for GHG emissions at our refineries and believe we are in substantial compliance with the applicable GHG reporting requirements. Certain of the third-party drilling and production entities in which we hold a working interest also may be subject to reporting of GHG emissions in the U.S.
If repayment of our indebtedness is accelerated as a result of such default, we cannot assure you that we would have sufficient assets or access to credit to repay such indebtedness. 22 We may incur losses and incur additional costs as a result of our forward-contract activities and derivative transactions.
If repayment of our indebtedness is accelerated as a result of such default, we cannot assure you that we would have sufficient assets or access to credit to repay such indebtedness. We may incur losses and incur additional costs as a result of our forward-contract activities and derivative transactions.
This level of ownership of shares of our common stock could have the effect of discouraging or impeding an unsolicited acquisition proposal. 25 We may issue preferred stock with terms that could adversely affect the voting power or value of our common stock and any future issuances of our common stock may reduce our stock price.
This level of ownership of shares of our common stock could have the effect of discouraging or impeding an unsolicited acquisition proposal. We may issue preferred stock with terms that could adversely affect the voting power or value of our common stock and any future issuances of our common stock may reduce our stock price.
The penalties and clean-up costs that we may have to pay for releases or the amounts that we may have to pay to third parties for damages to their property could be significant and have a material adverse effect on our business, financial condition, or results of operations.
The 15 penalties and clean-up costs that we may have to pay for releases or the amounts that we may have to pay to third parties for damages to their property could be significant and have a material adverse effect on our business, financial condition, or results of operations.
Our systems and procedures for protecting against such attacks and mitigating such risks may prove to be insufficient in the future and such attacks could have an adverse impact on our business and operations, including damage to our reputation and competitiveness, remediation costs, litigation, or regulatory.
Our systems and procedures for 16 protecting against such attacks and mitigating such risks may prove to be insufficient in the future and such attacks could have an adverse impact on our business and operations, including damage to our reputation and competitiveness, remediation costs, litigation, or regulatory.
As a result, some financial intermediaries, investors, and other capital markets participants have reduced or ceased lending to, or investing in, companies that operate in industries with higher perceived environmental exposure, such as the energy industry.
As a 27 result, some financial intermediaries, investors, and other capital markets participants have reduced or ceased lending to, or investing in, companies that operate in industries with higher perceived environmental exposure, such as the energy industry.
Although the IRS made no challenge of the availability of our NOLs during this audit, we cannot assure you that we would prevail if the IRS were to challenge the availability of the NOLs in the event of future audits.
Although the IRS made no challenge of 24 the availability of our NOLs during this audit, we cannot assure you that we would prevail if the IRS were to challenge the availability of the NOLs in the event of future audits.
Since 2023, interest rates have been significantly higher than in recent years and a significant increase in prevailing interest rates that results in a substantial increase in the interest rates applicable to our indebtedness could substantially increase our interest expense and have a material adverse effect on our financial condition, results of operations, and cash flows.
Since 2024, interest rates have been significantly higher than in recent years and a significant increase in prevailing interest rates that results in a substantial increase in the interest rates applicable to our indebtedness could substantially increase our interest expense and have a material adverse effect on our financial condition, results of operations, and cash flows.
Our ability to utilize a significant portion of our NOLs to offset future taxable income is subject to various limitations, including that certain NOLs will expire in various amounts, if not used, between 2030 through 2037.
Our ability to utilize a significant portion of our NOLs to offset future taxable income is subject to various limitations, including that certain NOLs will expire in various amounts, if not used, between 2031 through 2037.
We also assumed certain environmental liabilities associated with the Billings Acquisition, including costs related to hazardous waste corrective measures, and ground and surface water sampling and monitoring. Based on current information, reasonable estimates we have received suggest the aggregate amount of these liabilities to be approximately $18.9 million.
We also assumed certain environmental liabilities associated with the Billings Acquisition, including costs related to hazardous waste corrective measures, and ground and surface water sampling and monitoring. Based on current information, reasonable estimates we have received suggest the aggregate amount of these liabilities to be approximately $8.6 million.
Any such events may limit or disrupt markets, which could negatively impact our ability to access global crude oil commodity flows or sell our refined products. 13 Geopolitical conflicts, including the conflict between Russia and Ukraine, could increase the cost of our crude oil feedstocks and affect the demand for our products.
Any such events may limit or disrupt markets, which could negatively impact our ability to access global crude oil commodity flows or sell our refined products. Geopolitical conflicts, including the Russia-Ukraine war, could increase the cost of our crude oil feedstocks and affect the demand for our products.
We cannot be certain that our net operating loss tax carryforwards will continue to be available to offset our tax liability. As of December 31, 2024, we estimated that we had approximately $1.0 billion of net operating loss (“NOL”) tax carryforwards. In order to utilize the NOLs, we must generate taxable income that can offset such carryforwards.
We cannot be certain that our net operating loss tax carryforwards will continue to be available to offset our tax liability. As of December 31, 2025, we estimated that we had approximately $0.7 billion of net operating loss (“NOL”) tax carryforwards. In order to utilize the NOLs, we must generate taxable income that can offset such carryforwards.
For more information, please read Note 18—Commitments and Contingencies to our consolidated financial statements under Item 8 of this Form 10-K . Regulatory and other requirements concerning the transportation of crude oil and other commodities by rail may cause increases in transportation costs or limit the amount of crude oil that we can transport by rail.
For more information, please read “Note 19—Commitments and Contingencies” to our consolidated financial statements under Item 8 of this Form 10-K . 19 Regulatory and other requirements concerning the transportation of crude oil and other commodities by rail may cause increases in transportation costs or limit the amount of crude oil that we can transport by rail.
Additionally, tax rates or tax interpretations in the various jurisdictions in which we operate may change significantly as a result of political or economic factors beyond our control. For more information, please read Note 18—Commitments and Contingencies to our consolidated financial statements under Item 8 of this Form 10-K .
Additionally, tax rates or tax interpretations in the various jurisdictions in which we operate may change significantly as a result of political or economic factors beyond our control. For more information, please read “Note 19—Commitments and Contingencies” to our consolidated financial statements under Item 8 of this Form 10-K .
Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including: • denial or delay in obtaining regulatory approvals and/or permits; • difficulties in executing the capital projects; • unplanned increases in the cost of equipment, materials, or labor; • disruptions in transportation of equipment and materials; • severe adverse weather conditions, natural disasters, or other events (such as equipment malfunctions, explosions, fires, or spills) affecting our facilities, or those of our vendors and suppliers; • shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; • market-related increases in a project’s debt or equity financing costs; and/or • non-performance or force majeure by, or disputes with, our vendors, suppliers, contractors, or sub-contractors.
Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including: • denial or delay in obtaining regulatory approvals and/or permits; • difficulties in executing the capital projects; • unplanned increases in the cost of equipment, materials, or labor; • disruptions in transportation of equipment and materials; • severe adverse weather conditions, natural disasters, or other events (such as equipment malfunctions, explosions, fires, or spills) affecting our facilities, or those of our vendors and suppliers; • shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; • market-related increases in a project’s debt or equity financing costs; and/or • non-performance or force majeure by, or disputes with, our vendors, suppliers, contractors, or sub-contractors. 21 Any one or more of these occurrences noted above could have a significant impact on our business.
The prices we pay and prices we receive depend on numerous factors beyond our control, including the global supply and demand for crude oil, gasoline, and other refined products, which are subject to, among other things: • changes in the global economy and the level of foreign and domestic production of crude oil and refined products; • availability of crude oil and refined products and the infrastructure to transport crude oil and refined products; • local factors, including market conditions, the level of operations of other refineries in our markets, and the volume and price of refined products imported; • threatened or actual terrorist incidents (including cyber attacks), acts of war, and other global political conditions; • changes in the availability or cost of maritime shipping; • pandemics, public health crises, or other widespread emergencies such as COVID-19; • government regulations or mandated production curtailments or limitations; and • weather conditions, hurricanes, or other natural disasters.
The prices we pay and prices we receive depend on numerous factors beyond our control, including the global supply and demand for crude oil and renewable feedstocks, as well as gasoline and other conventional and renewable refined products, which are subject to, among other things: • changes in the global economy and the level of foreign and domestic production of crude oil and refined products; • availability of conventional and renewable feedstocks and refined products and the infrastructure to transport them; • local factors, including market conditions, the level of operations of other refineries in our markets, and the volume and price of refined products imported; • threatened or actual terrorist incidents (including cyber attacks), acts of war, and other global political conditions; • changes in U.S. trade policy and the impact of tariffs; • changes in the availability or cost of maritime shipping; • pandemics, public health crises, or other widespread emergencies such as COVID-19; • government regulations or mandated production curtailments or limitations; • changes in the price or availability of certain environmental compliance credits; and • weather conditions, hurricanes, or other natural disasters.
As of December 31, 2024, we had $1.1 billion of indebtedness and Interest expense and financing costs, net for the year ended December 31, 2024, was $82.8 million.
As of December 31, 2025, we had $0.8 billion of indebtedness and Interest expense and financing costs, net for the year ended December 31, 2025, was $82.4 million.
Upon termination of the Inventory Intermediation Agreement, we are obligated to repurchase all crude oil inventories then owned by Citi. This repurchase obligation could have a material adverse effect on our business, results of operations, or financial condition.
(“Citi”), pursuant to which Citi will purchase and deliver crude oil to our Hawaii refinery. Upon termination of the Inventory Intermediation Agreement, we are obligated to repurchase all crude oil inventories then owned by Citi. This repurchase obligation could have a material adverse effect on our business, results of operations, or financial condition.
As of 18 December 31, 2024, we have accrued $13.1 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 to be incurred over approximately 30 years.
As of December 31, 2025, we have 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 to be incurred over approximately 25 years.
These actions could result in an increase in the price we pay for crude oil, which may result in a decrease in the expected earnings and cash flows generated by our refining business. In addition, we purchase our refinery feedstocks before manufacturing and selling the refined products.
These actions could result in an increase in the price we pay for crude oil and renewable feedstocks, which may result in a decrease in the expected earnings and cash flows generated by our refining business.
Such increased exposure could negatively impact our liquidity position due to the increase in working capital used to acquire crude oil inventory for our refineries. The Inventory Intermediation Agreement expose us to counterparty credit and performance risk. We have the Inventory Intermediation Agreement with Citi, pursuant to which Citi will purchase and deliver crude oil to our Hawaii refinery.
Such increased exposure could negatively impact our liquidity position due to the increase in working capital used to acquire crude oil inventory for our refineries. The Inventory Intermediation Agreement expose us to counterparty credit and performance risk. We have the Inventory Intermediation Agreement with Citigroup Energy Inc.
Our operations are subject to potential operational hazards and risks inherent in refining operations, in transporting and storing crude oil and refined products, and in producing natural gas and oil.
OPERATING RISKS Our operations are subject to operational hazards that could expose us to potentially significant losses. Our operations are subject to potential operational hazards and risks inherent in refining operations, in transporting and storing crude oil and refined products, and in producing natural gas and oil.
The market price for our common stock has varied between a high of $40.34 on February 26, 2024, and a low of $15.09 on December 20, 2024, during the year ended December 31, 2024. This volatility may affect the price at which you could sell your common stock.
The market price for our common stock has varied between a high of $47.20 on December 1, 2025, and a low of $12.23 on April 15, 2025, during the year ended December 31, 2025. This volatility may affect the price at which you could sell your common stock.
Our stock price is likely to continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors; variations in our quarterly operating results from our expectations or those of securities analysts or investors; downward revisions in securities analysts’ estimates; and announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, or capital commitments.
Our stock price is likely to continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors; variations in our quarterly operating results from our expectations or those of securities analysts or investors; downward revisions in securities analysts’ estimates; and announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, or capital commitments. 26 An impairment of an equity investment, a long-lived asset, or goodwill could reduce our earnings or negatively impact the value of our common stock.
If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our common stock, or if our operating results do not meet their expectations, our stock price could decline. 24 The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us or our business.
If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our common stock, or if our operating results do not meet their expectations, our stock price could decline.
Based on Schedule 13G filed on February 5, 2025, Blackrock, Inc., together with its affiliates, owns or had the right to acquire approximately 17.1% of our outstanding common stock.
Based on Schedule 13G filed on April 30, 2025, Blackrock, Inc., together with its affiliates, owns or had the right to acquire approximately 13.8% of our outstanding common stock. Based on Schedule 13G filed on November 5, 2025, The Vanguard Group, together with its affiliates, owns or had the right to acquire approximately 10.3% of our outstanding common stock.
Because of the locations of our refineries in Hawaii, Montana, Washington, and Wyoming, we primarily market our refined products in relatively limited geographic areas.
BUSINESS RISKS The locations of our refineries and related assets in certain limited geographic areas create an exposure to localized economic risks. Because of the locations of our refineries in Hawaii, Montana, Washington, and Wyoming, we primarily market our refined products in relatively limited geographic areas.
The occurrence of an event that is not fully covered by insurance or failure by one or more insurers to honor its coverage commitments for an insured event could have a material adverse effect on our business, financial condition, and results of operations. 14 We are subject to interruptions of supply and increased costs as a result of our reliance on third-party transportation of crude oil and refined products to and from our refineries.
The occurrence of an event that is not fully covered by insurance or failure by one or more insurers to honor its coverage commitments for an insured event could have a material adverse effect on our business, financial condition, and results of operations.
We could be liable for unknown obligations relating to acquisitions for which indemnification is not available, which could materially adversely affect our business, results of operations, and cash flows. A substantial portion of our refining workforce is unionized and we may face labor disruptions that would interfere with our operations.
We could be liable for unknown obligations relating to acquisitions for which indemnification is not available, which could materially adversely affect our business, results of operations, and cash flows.
Demand for gasoline in the Rockies and Northwest United States is generally higher during the summer months than during the winter months due to seasonal increases in highway traffic.
The financial and operating results of our refineries, including the products they refine and sell, can be seasonal. Demand for gasoline in the Rockies and Northwest United States is generally higher during the summer months than during the winter months due to seasonal increases in highway traffic.
However, if this belief proves incorrect and the RINs that we purchase are not valid or in compliance with applicable RFS requirements, our financial condition and cash flows may be adversely affected.
However, if this belief proves incorrect and the RINs that we purchase are not valid or in compliance with applicable RFS requirements, our financial condition and cash flows may be adversely affected. In addition, renewable diesel and other renewable fuel prices are influenced by petroleum fuel prices, renewable fuel production levels and environmental credit markets, which may experience significant volatility.
Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years and to replace those impoundments with a new wastewater treatment system. Based on current information, reasonable estimates we have received suggest costs of approximately $11.6 million to design and construct a new wastewater treatment system.
Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years, which will include remediation of soil in the impoundments to increase capacity and bring them to a usable state. Based on current information, reasonable estimates we have received suggest costs of approximately $11.6 million to complete these projects.
Additionally, if we are named in litigation related to climate change, costs or other impacts resulting from such litigation could be material. 15 Through our investment in Laramie Energy, we are subject to all of the risks of natural gas and oil exploration and production, but we lack the ability to control Laramie Energy’s operations and our ability to extract value is limited.
Through our investment in Laramie Energy, we are subject to all of the risks of natural gas and oil exploration and production, but we lack the ability to control Laramie Energy’s operations and our ability to extract value is limited.
Our refineries receive and transport crude oil and refined products via tankers, barges, pipelines, and railcars. In addition to environmental risks, we could experience an interruption of supply or an increased cost to deliver refined products to market if such transportation is disrupted because of adverse weather, accidents, governmental regulation or sanctions, or third-party action.
In addition to environmental risks, we could experience an interruption of supply or an increased cost to deliver refined products to market if such transportation is disrupted because of adverse weather, accidents, governmental regulation or sanctions, or third-party action. A prolonged disruption could have a material adverse effect on our business, financial condition, and results of operations.
These restrictions also do not prevent us or our subsidiaries from incurring obligations, such as trade payables, that do not constitute indebtedness as defined under our debt agreements. To the extent new debt is added to our current debt levels, the substantial leverage risks associated with our indebtedness would increase.
These restrictions also do not prevent us or our subsidiaries from incurring obligations, such as trade payables, that do not constitute indebtedness as defined under our debt agreements.
Any one or more of these occurrences noted above could have a significant impact on our business. If we are unable to make up the delays or to recover the related costs, or if market conditions change, it could materially and adversely affect our financial position, results of operations, or cash flows. The retail market is diverse and highly competitive.
If we are unable to make up the delays or to recover the related costs, or if market conditions change, it could materially and adversely affect our financial position, results of operations, or cash flows. The retail market is diverse and highly competitive. We face strong competition in the market for the sale of retail gasoline, diesel fuel, and merchandise.
Instability in the global economic and political environment can lead to volatility in the cost and availability of crude oil and prices for refined products, which could adversely impact our results of operations.
We similarly procure renewable feedstocks prior to processing and sale of renewable fuels, and fluctuations in environmental credit prices during these periods may increase earnings volatility. 14 Instability in the global economic and political environment can lead to volatility in the cost and availability of crude oil and prices for refined products, which could adversely impact our results of operations.
These retailers may use integration of operations, greater financial resources, promotional pricing or discounts, or other advantages to withstand volatile market conditions or levels of no or low profitability. The development of alternative and competing fuels in the retail market could also adversely impact our business.
Non-traditional retailers such as supermarkets, club stores, and mass merchants are also in the retail business, and these non-traditional gasoline retailers have obtained a significant share of the transportation fuels market. These retailers may use integration of operations, greater financial resources, promotional pricing or discounts, or other advantages to withstand volatile market conditions or levels of no or low profitability.
The risks described below are not the only ones facing our company. Additional risks not currently known to us or that we currently deem immaterial may also adversely affect us. OPERATING RISKS Our operations are subject to operational hazards that could expose us to potentially significant losses.
The risks described below are not the only ones facing our company. Additional risks not currently known to us or that we currently deem immaterial may also adversely affect us. These disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future.
Our debt agreements impose significant operating and financial restrictions on us. Our debt agreements impose, and the terms of any future debt may impose, significant operating and financial restrictions on us.
To the extent new debt is added to our current debt levels, the substantial leverage risks associated with our indebtedness would increase. 23 Our debt agreements impose significant operating and financial restrictions on us. Our debt agreements impose, and the terms of any future debt may impose, significant operating and financial restrictions on us.
Many of our refined products could cause serious injury or death if mishandled or misused by us or our purchasers, or if defects occur during manufacturing.
While the impact of these factors is difficult to predict, any one or more of these factors could have a material adverse impact on our business, results of operations, and financial condition. Many of our refined products could cause serious injury or death if mishandled or misused by us or our purchasers, or if defects occur during manufacturing.
We also employ three employees in Montana in our Rocky Mountain Pipeline & Terminals business that are represented by the Rocky Mountain Union (“RMU”) with a collective bargaining agreement effective through October 1, 2025.
In addition, three employees in our Mainland Logistics business in Montana were represented by the Rocky Mountain Union under an agreement effective through October 1, 2026.
Increased competition from these alternatives as a result of governmental regulations, technological advances, and consumer demand could have an impact on pricing and demand for our products and our profitability. 20 If we are unable to obtain crude oil supplies for our refineries without the benefit of our Inventory Intermediation Agreement and ABL Credit Facility, the capital required to finance our crude oil supply could negatively impact our liquidity.
Increased competition from these alternatives as a result of governmental regulations, technological advances, and consumer demand could have an impact on demand for our products and could change the way in which we operate our assets.
Additionally, conflicts like Russia’s invasion of Ukraine and recent attacks on shipping in the Red Sea may exacerbate inflationary pressures, including with respect to commodity prices and energy costs, and disrupt global supply chains. Rapid and significant changes in commodity costs may increase the cost of our crude oil feedstocks and affect the demand for our products.
Additionally, geopolitical conflicts like the Russia-Ukraine war, the Israel-Palestine conflict, the political activity in Venezuela, Houthi-related disruptions in the Red Sea, and tensions involving Iran and the Strait of Hormuz may exacerbate inflationary pressures, including with respect to commodity prices and energy costs, and disrupt global supply chains.
Removed
A prolonged disruption could have a material adverse effect on our business, financial condition, and results of operations. The financial and operating results of our refineries, including the products they refine and sell, can be seasonal.
Added
Any references to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Removed
Tariffs may adversely affect our financial condition, results of operations, and cash flows. President Trump has threatened to implement tariffs on certain foreign goods, such as crude oil from Canada. Tariffs against Canadian crude oil would increase our input costs, resulting in higher production costs and lower gross margins, and could make our products less competitive and reduce consumer demand.
Added
Periods of elevated renewable feedstock costs combined with declining renewable product or environmental credit prices may materially compress renewable margins and adversely affect our renewable operations. In addition, we purchase our refinery feedstocks before manufacturing and selling the refined products.
Removed
Any such tariffs or, if enacted, any further executive or legislative action that affects trade, including retaliatory tariffs, could subject us to additional risks.
Added
Rapid and significant changes in commodity costs may increase the cost of our crude oil feedstocks and affect the demand for our products. Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business, results of operations, and financial condition.
Removed
We cannot predict whether, or to what extent, tariff or other trade protections may affect our financial condition, results of operations, or cash flows. 19 BUSINESS RISKS The locations of our refineries and related assets in certain limited geographic areas create an exposure to localized economic risks.
Added
Our business may be adversely affected by uncertainty and changes in U.S. trade policies. For example, effective August 1, 2025, the U.S. adopted new and increased tariffs on countries and specific goods, subject to evolving exemptions.
Removed
Aggressive competition and the development of alternative fuels could adversely impact our business. We face strong competition in the market for the sale of retail gasoline, diesel fuel, and merchandise.
Added
In October 2025, the U.S. government announced a series of new and expanded tariffs on imports from China and other countries, including a 100% tariff on certain categories of goods and increased duties.
Removed
Additionally, non-traditional retailers such as supermarkets, club stores, and mass merchants are also in the retail business, and these non-traditional gasoline retailers have obtained a significant share of the transportation fuels market.
Added
On November 1, 2025, the U.S. government announced a deal with China that retained heightened reciprocal tariffs and suspended (retaining a 10% baseline) and reduced certain China-specific tariffs, effective November 10, 2025. Separately, previously announced tariffs on imports from other countries went into effect on November 1, 2025.
Removed
As of December 31, 2024, we employed 1,787 people, 403 of whom are covered by collective bargaining agreements. At our Hawaii, Washington, and Montana refineries, all 403 employees covered by collective bargaining agreements are represented by the USW with collective bargaining agreements effective through January 31, 2026.
Added
Our business requires access to crude oil and other feedstocks to refine conventional and renewable fuels. Any imposition of, or increase in, tariffs on imports of feedstocks or other materials could increase our production costs and the cost to maintain our assets.
Removed
An impairment of an equity investment, a long-lived asset, or goodwill could reduce our earnings or negatively impact the value of our common stock.
Added
To the extent we are unable to pass these cost increases on to our customers, such cost increases could adversely affect our business, results of operations, and financial condition.
Added
Tariffs or other trade restrictions may also lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, increased inflation, diminished economic expectations, and reduced demand for our products.
Added
We are subject to interruptions of supply and increased costs as a result of our reliance on third-party transportation of conventional and renewable feedstocks and refined products to and from our refineries. Our refineries receive and transport conventional and renewable feedstocks and refined products via tankers, barges, pipelines, and railcars.
Added
Additionally, if we are named in litigation related to climate change, costs or other impacts resulting from such litigation could be material.
Added
Sustained declines in renewable product or credit prices could adversely affect the profitability of our renewable operations.
Added
Additionally, our renewable fuels operations may be eligible for certain federal or state tax credits or incentives, and any modification, reduction, or elimination of such credits, or changes in their availability, could adversely affect or results of operations and cash flows.
Added
The development of alternative and competing products could adversely impact our business. The development of alternative and competing products, including a switch to fuels such as liquified natural gas for power generation, could adversely impact our business.
Added
Deliveries of crude oil at our other refineries are subject to the ABL Credit Facility.
Added
Our renewable fuels manufacturing facility co-located with our Hawaii refinery (the “Renewable Fuels Facility”) may not commence operations when we expect, or at all, and, if completed, we may not be able to successfully integrate the Renewable Fuels Facility into our business or realize the anticipated benefits of this investment.
Added
On October 21, 2025, we established a joint venture with Alohi Renewable Energy LLC (“Alohi”), for the development, construction, ownership, and operation of the Renewable Fuels Facility. There can be no assurance that we will complete the Renewable Fuels Facility on the timeframe that we anticipate, or at all.
Added
Failure to complete the Renewable Fuels Facility or any delays in completing it could have an adverse impact on our future business and operations. In addition, we will have incurred significant capital and investment-related expenses without realizing all of the expected benefits.
Added
Additionally, if the Renewable Fuels Facility is completed, we will have certain obligations and liabilities to the joint venture, as a subsidiary of the Company will serve as the construction manager, operator and provider of services. Further, the joint venture will be operated as a separate entity, and we will not fully control its operations.
Added
There can be no assurance that we will realize the anticipated benefits and operating synergies of the Renewable Fuels Facility or the joint venture. Our estimates regarding the earnings, operating cash flow, capital expenditures, and liabilities resulting from this investment may prove to be incorrect.

… 4 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−1 removed3 unchanged
Biggest changeThe CIO’s extensive experience in technology and risk management, including prior work experience in cybersecurity, complemented by other members of our IT department and third-party vendors, form the backbone of our cybersecurity capability. Our cybersecurity program is based on 26 recognized best practices and standards for cybersecurity and IT, including the National Institute of Standards and Technology Cybersecurity Framework.
Biggest changeAt the management level, our cybersecurity strategy is managed by the CIO. The CIO’s extensive experience in technology and risk management, including prior work experience at organizations of similar complexity, complemented by other members of our IT department and third-party vendors, form the backbone of our cybersecurity capability.
As part of such reviews, the Audit Committee receives reports and presentations from the Company’s Chief Information Officer (CIO) that address a wide range of topics, including recent developments, evolving standards, oversight of third-party vendors, and technological trends related to cybersecurity. The full Board of Directors often attends these presentations.
As part of such reviews, the IT committee receives reports and presentations from the Company’s Chief Information Officer (CIO) that address a wide range of topics, including recent developments, evolving standards, oversight of third-party vendors, and technological trends related to cybersecurity. The full Board of Directors often attends these presentations.
The Audit Committee of our Board of Directors oversees the Company’s enterprise risk management process, including the management of risks arising from cybersecurity threats. The Audit Committee typically reviews the measures implemented by the Company to identify and mitigate these risks on a quarterly basis.
The Information Technology (“IT”) committee of our Board of Directors, together with the Audit committee, oversees the Company’s enterprise risk management process, including the management of risks arising from cybersecurity threats. The IT committee typically reviews the measures implemented by the Company to identify and mitigate cybersecurity risks on a quarterly basis.
Cybersecurity incidents that meet established reporting thresholds are escalated within the Company to the CIO and the Company’s executive leadership team and, where appropriate, reported to Audit Committee and Board of Directors.
Our cybersecurity program is based on recognized best practices and standards for cybersecurity and IT, including the National Institute of Standards and Technology Cybersecurity Framework. Cybersecurity incidents that meet established reporting thresholds are escalated within the Company to the CIO and the Company’s executive leadership team and, where appropriate, reported to the IT committee and Board of Directors.
Removed
Additionally, at least once each year the CIO briefs the Audit Committee on the results of an independent third-party assessment of the Company’s cybersecurity and the Company’s Information Technology (“IT”) incident response and recovery plan. At the management level, our cybersecurity strategy is managed by the CIO.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed3 unchanged
Biggest changeDuring the year ended December 31, 2023, we resumed the application of the equity method of accounting for our investment in Laramie Energy. As of December 31, 2024, the balance of our investment in Laramie Energy on our consolidated balance sheets was $12.5 million. Other We also own certain immaterial minority interests in wells located in Colorado.
Biggest changeDuring the year ended December 31, 2023, we resumed the application of the equity method of accounting for our investment in Laramie Energy. As of December 31, 2025, the balance of our investment in Laramie Energy on our consolidated balance sheets was $35.8 million. Other We also own certain immaterial minority interests in wells located in Colorado.
We believe that these properties and facilities are adequate for our operations and are maintained in a good state of repair. Natural Gas and Oil Properties Laramie Energy All of the assets held by Laramie Energy are located in Garfield, Mesa, and Rio Blanco counties, Colorado.
We believe that these properties and facilities are adequate for our operations and are maintained in a good state of repair. 28 Natural Gas and Oil Properties Laramie Energy All of the assets held by Laramie Energy are located in Garfield, Mesa, and Rio Blanco counties, Colorado.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−0 removed1 unchanged
Biggest changeExcept as described in Note 18—Commitments and Contingencies to our consolidated financial statements under Item 8 of this Form 10-K, as of the date of this Annual Report on Form 10-K, no legal proceedings are pending against us that we believe individually or collectively could have a materially adverse effect upon our financial condition, results of operations, or cash flows.
Biggest changeExcept as described in “Note 19—Commitments and Contingencies” to our consolidated financial statements under Item 8 of this Form 10-K, as of the date of this Annual Report on Form 10-K, no legal proceedings are pending against us that we believe individually or collectively could have a materially adverse effect upon our financial condition, results of operations, or cash flows.
Item 4. MINE SAFETY DISCLOSURES Not applicable. 27 PART II
Item 4. MINE SAFETY DISCLOSURES Not applicable. 29 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 4. MINE SAFETY DISCLOSURES 27 PART II Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES 28 Item 6. [RESERVED] 29 Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 30 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 63 Item 8.
Biggest changeItem 4. MINE SAFETY DISCLOSURES 29 PART II Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES 30 Item 6. [RESERVED] 31 Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 32 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 69 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+3 added−0 removed2 unchanged
Biggest changeThe performance graph of our peer group is weighted by market value at the beginning of the period and our peer group consists of the following companies: Calumet Inc, Casey’s General Stores, Inc., Crossamerica Partners, L.P., CVR Energy, Inc., Darling Ingredients Inc., Delek US Holdings, Inc., Green Plains Inc., HF Sinclair Corp, Parkland Corp, PBF Energy, Inc., Stepan Company, Sunoco, L.P., Tronox Holdings, PLC, and Vertex Energy, Inc. *$100 invested on December 31, 2019 in stock or index, including reinvestment of dividends. 28 Recent Sales of Unregistered Securities During the year ended December 31, 2024, we did not ha ve any sales of securities in transactions that were not registered under the Securities Act that have not been reported on Form 8-K or Form 10-Q.
Biggest changeThe performance graph of our peer group is weighted by market value at the beginning of the period and our peer group consists of the following companies: Calumet Inc, Casey’s General Stores, Inc., Crossamerica Partners, L.P., CVR Energy, Inc., Darling Ingredients Inc., Delek US Holdings, Inc., Green Plains Inc., HF Sinclair Corp, PBF Energy, Inc., Stepan Company, Sunoco, L.P., and Tronox Holdings, PLC. 30 *$100 invested on December 31, 2020 in stock or index, including reinvestment of dividends.
The following line graph compares the cumulative total return on an investment in our common stock against the cumulative total return of the S&P 500 Composite Index and an index of peer companies (that we selected) for the five fiscal years ended December 31, 2024.
The following line graph compares the cumulative total return on an investment in our common stock against the cumulative total return of the S&P 500 Composite Index and an index of peer companies (that we selected) for the five fiscal years ended December 31, 2025.
Shares repurchased that were not associated with the share repurchase program were surrendered by employees to pay taxes withheld upon the vesting of restricted stock awards. Please read Note 19—Stockholders’ Equity to our consolidated financial statements under Item 8 of this Form 10-K for further information.
Shares repurchased that were not associated with the share repurchase program were surrendered by employees to pay taxes withheld upon the vesting of restricted stock awards. Please read “Note 20—Stockholders’ Equity” to our consolidated financial statements under Item 8 of this Form 10-K for further information.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND COMPANY PURCHASES OF EQUITY SECURITIES Market Information On February 20, 2018, our common stock began trading on the NYSE under the symbol “PARR.” Prior to that date, our common stock was traded on the NYSE American under the symbol “PARR.” As of February 21, 2025, there were 126 common stockholders of record.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND COMPANY PURCHASES OF EQUITY SECURITIES Market Information On February 20, 2018, our common stock began trading on the NYSE under the symbol “PARR.” Prior to that date, our common stock was traded on the NYSE American under the symbol “PARR.” Effective November 5, 2025, our common stock is dual listed on NYSE Texas.
On February 21, 2025, the closing price of our common stock was $15.62 per share on the NYSE. Dividends We have not paid dividends on our common stock and we do not expect to do so in the foreseeable future.
Dividends We have not paid dividends on our common stock and we do not expect to do so in the foreseeable future.
Company Purchases of Equity Securities The following table sets forth certain information with respect to repurchases of our common stock during the quarter ended December 31, 2024: Period Total number of shares (or units) purchased (1) Average price paid per share (or unit) Total number of shares (or units) purchased as part of publicly announced plans or programs (1) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (1) October 1 - October 31, 2024 78,349 $ 17.22 77,054 $ 60,011,282 November 1 - November 30, 2024 173,226 17.38 173,226 57,000,395 December 1 - December 31, 2024 664,870 15.99 664,870 46,368,980 Total 916,445 $ 16.36 915,150 $ 46,368,980 ________________________________________________ (1) On November 10, 2021, the Board authorized and approved a share repurchase program for up to $50 million of the currently outstanding shares of the Company’s common stock, with no specified end date.
Company Purchases of Equity Securities The following table sets forth certain information with respect to repurchases of our common stock during the quarter ended December 31, 2025: Period Total number of shares (or units) purchased (1) Average price paid per share (or unit) Total number of shares (or units) purchased as part of publicly announced plans or programs (1) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (1) October 1 - October 31, 2025 709 $ 35.82 — $ 164,987,556 November 1 - November 30, 2025 37,692 41.71 36,981 163,447,134 December 1 - December 31, 2025 686,039 38.32 685,694 137,172,728 Total 724,440 $ 38.49 722,675 $ 137,172,728 ________________________________________________ (1) On November 10, 2021, the Board authorized and approved a share repurchase program for up to $50 million of the currently outstanding shares of the Company’s common stock, with no specified end date.
On August 2, 2023, the Board approved expanding the Company’s share repurchase authorization from $50 million to $250 million. During the year ended December 31, 2024, 5.0 million shares were repurchased under this share repurchase program for a total of $136.7 million.
This repurchase program terminated and replaced the prior authorization to repurchase up to $250 million of common stock. During the year ended December 31, 2025, 6.5 million shares were repurchased under this share repurchase program for a total of $123.9 million.
Added
The NYSE will remain our primary exchange, and we will continue to trade under the ticker symbol “PARR” on both exchanges. As of February 20, 2026, there were 124 common stockholders of record. On February 20, 2026, the closing price of our common stock was $42.75 per share on the NYSE.
Added
Recent Sales of Unregistered Securities During the year ended December 31, 2025, we did not ha ve any sales of securities in transactions that were not registered under the Securities Act that have not been reported on Form 8-K or Form 10-Q.
Added
On August 2, 2023, the Board approved expanding the Company’s share repurchase authorization from $50 million to $250 million. On February 21, 2025, the Board authorized a share repurchase program for up to $250 million of common stock, with no specified end date.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

146 edited+65 added−33 removed88 unchanged
Biggest changeFor 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). 48 As of December 31, 2024 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries ASSETS Current assets Cash and cash equivalents $ 7,095 $ 184,826 $ — $ 191,921 Restricted cash 346 — — 346 Trade accounts receivable — 398,131 — 398,131 Inventories — 1,089,318 — 1,089,318 Prepaid and other current assets 12,355 80,172 — 92,527 Due from related parties 368,222 — (368,222) — Total current assets 388,018 1,752,447 (368,222) 1,772,243 Property, plant, and equipment Property, plant, and equipment 24,536 1,702,474 3,956 1,730,966 Less accumulated depreciation and amortization (17,240) (553,918) (3,499) (574,657) Property, plant, and equipment, net 7,296 1,148,556 457 1,156,309 Long-term assets Operating lease right-of-use (“ROU”) assets 7,369 420,751 — 428,120 Refining and logistics equity investments — — 86,311 86,311 Investment in Laramie Energy, LLC — — 12,498 12,498 Investment in subsidiaries 993,901 — (993,901) — Intangible assets, net — 9,520 — 9,520 Goodwill — 126,678 2,597 129,275 Other long-term assets 726 111,206 123,163 235,095 Total assets $ 1,397,310 $ 3,569,158 $ (1,137,097) $ 3,829,371 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ — $ 4,885 $ — $ 4,885 Obligations under inventory financing agreements — 194,198 — 194,198 Accounts payable 4,257 432,538 — 436,795 Accrued taxes — 36,027 — 36,027 Operating lease liabilities 4 80,170 — 80,174 Other accrued liabilities 1,796 342,062 330 344,188 Due to related parties 189,232 156,619 (345,851) — Total current liabilities 195,289 1,246,499 (345,521) 1,096,267 Long-term liabilities Long-term debt, net of current maturities — 1,108,082 — 1,108,082 Finance lease liabilities 464 15,313 (4,087) 11,690 Operating lease liabilities 10,255 351,837 — 362,092 Other liabilities — 131,813 (71,875) 59,938 Total liabilities 206,008 2,853,544 (421,483) 2,638,069 Commitments and contingencies Stockholders’ equity Preferred stock — — — — Common stock 552 — — 552 Additional paid-in capital 884,548 161,642 (161,642) 884,548 Accumulated earnings (deficit) 295,846 545,720 (545,720) 295,846 Accumulated other comprehensive income (loss) 10,356 8,252 (8,252) 10,356 Total stockholders’ equity 1,191,302 715,614 (715,614) 1,191,302 Total liabilities and stockholders’ equity $ 1,397,310 $ 3,569,158 $ (1,137,097) $ 3,829,371 49 As of December 31, 2023 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries ASSETS Current assets Cash and cash equivalents $ 10,369 $ 268,711 $ 27 $ 279,107 Restricted cash 339 — — 339 Trade accounts receivable — 367,249 — 367,249 Inventories — 1,160,395 — 1,160,395 Prepaid and other current assets 4,767 177,638 — 182,405 Due from related parties 380,159 — (380,159) — Total current assets 395,634 1,973,993 (380,132) 1,989,495 Property, plant, and equipment Property, plant, and equipment 21,350 1,552,496 3,955 1,577,801 Less accumulated depreciation and amortization (16,487) (458,616) (3,310) (478,413) Property, plant, and equipment, net 4,863 1,093,880 645 1,099,388 Long-term assets Operating lease right-of-use (“ROU”) assets 7,005 339,449 — 346,454 Refining and logistics equity investments — — 87,486 87,486 Investment in Laramie Energy, LLC — — 14,279 14,279 Investment in subsidiaries 1,070,518 — (1,070,518) — Intangible assets, net — 10,918 — 10,918 Goodwill — 126,678 2,597 129,275 Other long-term assets 726 65,323 120,606 186,655 Total assets $ 1,478,746 $ 3,610,241 $ (1,225,037) $ 3,863,950 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ — $ 4,255 $ — $ 4,255 Obligations under inventory financing agreements — 594,362 — 594,362 Accounts payable 4,991 386,334 — 391,325 Accrued taxes — 40,064 — 40,064 Operating lease liabilities — 72,833 — 72,833 Other accrued liabilities 947 415,468 5,347 421,762 Due to related parties 128,922 232,803 (361,725) — Total current liabilities 134,860 1,746,119 (356,378) 1,524,601 Long-term liabilities Long-term debt, net of current maturities — 646,603 — 646,603 Finance lease liabilities — 16,693 (4,255) 12,438 Operating lease liabilities 8,462 274,055 — 282,517 Other liabilities — 119,618 (57,251) 62,367 Total liabilities 143,322 2,803,088 (417,884) 2,528,526 Commitments and contingencies Stockholders’ equity Preferred stock — — — — Common stock 597 — — 597 Additional paid-in capital 860,797 242,505 (242,505) 860,797 Accumulated earnings (deficit) 465,856 558,581 (558,581) 465,856 Accumulated other comprehensive income (loss) 8,174 6,067 (6,067) 8,174 Total stockholders’ equity 1,335,424 807,153 (807,153) 1,335,424 Total liabilities and stockholders’ equity $ 1,478,746 $ 3,610,241 $ (1,225,037) $ 3,863,950 50 Year Ended December 31, 2024 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Revenues $ — $ 7,974,432 $ 25 $ 7,974,457 Operating expenses Cost of revenues (excluding depreciation) — 7,101,148 — 7,101,148 Operating expense (excluding depreciation) — 584,282 — 584,282 Depreciation and amortization 1,636 129,766 188 131,590 General and administrative expense (excluding depreciation) 33,490 75,354 — 108,844 Equity earnings from refining and logistics investments — — (11,905) (11,905) Acquisition and integration costs (2) — 100 — 100 Par West redevelopment and other costs — 12,548 — 12,548 Loss (gain) on sale of assets, net 100 122 — 222 Total operating expenses 35,226 7,903,320 (11,717) 7,926,829 Operating income (loss) (35,226) 71,112 11,742 47,628 Other income (expense) Interest expense and financing costs, net (40) (83,106) 353 (82,793) Debt extinguishment and commitment costs — (1,688) — (1,688) Other income (expense), net (31) (1,838) — (1,869) Equity earnings (losses) from subsidiaries 1,975 — (1,975) — Equity earnings (losses) from Laramie Energy, LLC — — (296) (296) Total other income (expense), net 1,904 (86,632) (1,918) (86,646) Income (loss) before income taxes (33,322) (15,520) 9,824 (39,018) Income tax benefit (expense) (1) — 2,659 3,037 5,696 Net income (loss) $ (33,322) $ (12,861) $ 12,861 $ (33,322) Adjusted EBITDA $ (26,167) $ 242,913 $ 21,930 $ 238,676 51 Year Ended December 31, 2023 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Revenues $ — $ 8,231,886 $ 69 $ 8,231,955 Operating expenses Cost of revenues (excluding depreciation) — 6,838,109 — 6,838,109 Operating expense (excluding depreciation) — 485,587 — 485,587 Depreciation and amortization 1,618 118,024 188 119,830 General and administrative expense (excluding depreciation) 29,258 62,189 — 91,447 Equity earnings from refining and logistics investments — — (11,844) (11,844) Acquisition and integration costs (2) — 17,482 — 17,482 Par West redevelopment and other costs — 11,397 — 11,397 Loss (gain) on sale of assets, net 30 (89) — (59) Total operating expenses 30,906 7,532,699 (11,656) 7,551,949 Operating income (loss) (30,906) 699,187 11,725 680,006 Other income (expense) Interest expense and financing costs, net (24) (72,789) 363 (72,450) Debt extinguishment and commitment costs — (19,182) — (19,182) Other income (expense), net 44 (97) — (53) Equity earnings (losses) from subsidiaries 759,528 — (759,528) — Equity earnings (losses) from Laramie Energy, LLC — — 24,985 24,985 Total other income (expense), net 759,548 (92,068) (734,180) (66,700) Income (loss) before income taxes 728,642 607,119 (722,455) 613,306 Income tax benefit (expense) (1) — (153,017) 268,353 115,336 Net income (loss) $ 728,642 $ 454,102 $ (454,102) $ 728,642 Adjusted EBITDA $ (28,722) $ 709,613 $ 15,356 $ 696,247 52 Year Ended December 31, 2022 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Revenues $ — $ 7,321,656 $ 129 $ 7,321,785 Operating expenses Cost of revenues (excluding depreciation) — 6,377,494 (1,480) 6,376,014 Operating expense (excluding depreciation) — 333,206 — 333,206 Depreciation and amortization 2,131 97,448 190 99,769 General and administrative expense (excluding depreciation) 17,882 44,514 — 62,396 Acquisition and integration costs 3,396 267 — 3,663 Par West redevelopment and other costs — 9,003 — 9,003 Loss (gain) on sale of assets, net 27 (196) — (169) Total operating expenses 23,436 6,861,736 (1,290) 6,883,882 Operating income (loss) (23,436) 459,920 1,419 437,903 Other income (expense) Interest expense and financing costs, net (1) (68,655) 368 (68,288) Debt extinguishment and commitment costs — (5,329) — (5,329) Other income (expense), net (20) 634 (1) 613 Equity earnings (losses) from subsidiaries 388,008 — (388,008) — Total other income (expense), net 387,987 (73,350) (387,641) (73,004) Income (loss) before income taxes 364,551 386,570 (386,222) 364,899 Income tax benefit (expense) (1) (362) (96,995) 96,647 (710) Net income (loss) $ 364,189 $ 289,575 $ (289,575) $ 364,189 Adjusted EBITDA $ (17,551) $ 659,378 $ 1,608 $ 643,435 ________________________________________________________ (1) The income tax benefit (expense) of the Parent Guarantor and Par Borrower and Subsidiaries is determined using the separate return method.
Biggest changeFor 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). 53 As of December 31, 2025 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries ASSETS Current assets Cash and cash equivalents $ 15,639 $ 125,892 $ 22,582 $ 164,113 Restricted cash 351 — — 351 Trade accounts receivable — 312,672 — 312,672 Inventories — 1,199,523 29,264 1,228,787 Prepaid and other current assets 2,903 65,864 1,401 70,168 Due from related parties 579,579 — (579,579) — Current note receivable from subsidiaries 60,000 — (60,000) — Total current assets 658,472 1,703,951 (586,332) 1,776,091 Property, plant, and equipment Property, plant, and equipment 25,016 1,729,382 108,707 1,863,105 Less accumulated depreciation and amortization (17,730) (637,470) (9,954) (665,154) Property, plant, and equipment, net 7,286 1,091,912 98,753 1,197,951 Long-term assets Operating lease right-of-use (“ROU”) assets 6,787 384,608 — 391,395 Refining and logistics equity investments — — 98,654 98,654 Investment in Laramie Energy, LLC — — 35,806 35,806 Investment in subsidiaries 1,051,331 — (1,051,331) — Intangible assets, net — 8,541 943 9,484 Goodwill — 124,679 2,597 127,276 Long term note receivable from subsidiaries 3,000 — (3,000) — Other long-term assets — 174,385 22,647 197,032 Total assets $ 1,726,876 $ 3,488,076 $ (1,381,263) $ 3,833,689 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ — $ 64,930 $ (60,000) $ 4,930 Obligations under inventory financing agreements — 130,150 31,342 161,492 Accounts payable 3,062 331,502 6,991 341,555 Accrued taxes — 31,565 — 31,565 Operating lease liabilities 536 99,022 — 99,558 Other accrued liabilities 3,474 457,297 6,265 467,036 Due to related parties 254,102 393,859 (647,961) — Total current liabilities 261,174 1,508,325 (663,363) 1,106,136 Long-term liabilities Long-term debt, net of current maturities — 800,940 (3,000) 797,940 Finance lease liabilities 690 15,201 (3,889) 12,002 Operating lease liabilities 10,192 302,258 — 312,450 Other liabilities — 153,152 (100,507) 52,645 Total liabilities 272,056 2,779,876 (770,759) 2,281,173 Commitments and contingencies Noncontrolling interest — — 40,976 40,976 Stockholders’ equity Preferred stock — — — — Common stock 497 — — 497 Additional paid-in capital 901,221 (205,916) 262,636 957,941 Accumulated earnings (deficit) 541,376 904,494 (904,494) 541,376 Accumulated other comprehensive income (loss) 11,726 9,622 (9,622) 11,726 Total stockholders’ equity 1,454,820 708,200 (651,480) 1,511,540 Total liabilities, noncontrolling interest, and stockholders’ equity $ 1,726,876 $ 3,488,076 $ (1,381,263) $ 3,833,689 54 As of December 31, 2024 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries ASSETS Current assets Cash and cash equivalents $ 7,095 $ 184,826 $ — $ 191,921 Restricted cash 346 — — 346 Trade accounts receivable — 398,131 — 398,131 Inventories — 1,089,318 — 1,089,318 Prepaid and other current assets 12,355 80,172 — 92,527 Due from related parties 368,222 — (368,222) — Total current assets 388,018 1,752,447 (368,222) 1,772,243 Property, plant, and equipment Property, plant, and equipment 24,536 1,702,474 3,956 1,730,966 Less accumulated depreciation and amortization (17,240) (553,918) (3,499) (574,657) Property, plant, and equipment, net 7,296 1,148,556 457 1,156,309 Long-term assets Operating lease right-of-use (“ROU”) assets 7,369 420,751 — 428,120 Refining and logistics equity investments — — 86,311 86,311 Investment in Laramie Energy, LLC — — 12,498 12,498 Investment in subsidiaries 993,901 — (993,901) — Intangible assets, net — 9,520 — 9,520 Goodwill — 126,678 2,597 129,275 Other long-term assets 726 111,206 123,163 235,095 Total assets $ 1,397,310 $ 3,569,158 $ (1,137,097) $ 3,829,371 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ — $ 4,885 $ — $ 4,885 Obligations under inventory financing agreements — 194,198 — 194,198 Accounts payable 4,257 432,538 — 436,795 Accrued taxes — 36,027 — 36,027 Operating lease liabilities 4 80,170 — 80,174 Other accrued liabilities 1,796 342,062 330 344,188 Due to related parties 189,232 156,619 (345,851) — Total current liabilities 195,289 1,246,499 (345,521) 1,096,267 Long-term liabilities Long-term debt, net of current maturities — 1,108,082 — 1,108,082 Finance lease liabilities 464 15,313 (4,087) 11,690 Operating lease liabilities 10,255 351,837 — 362,092 Other liabilities — 131,813 (71,875) 59,938 Total liabilities 206,008 2,853,544 (421,483) 2,638,069 Commitments and contingencies Stockholders’ equity Preferred stock — — — — Common stock 552 — — 552 Additional paid-in capital 884,548 161,642 (161,642) 884,548 Accumulated earnings (deficit) 295,846 545,720 (545,720) 295,846 Accumulated other comprehensive income (loss) 10,356 8,252 (8,252) 10,356 Total stockholders’ equity 1,191,302 715,614 (715,614) 1,191,302 Total liabilities and stockholders’ equity $ 1,397,310 $ 3,569,158 $ (1,137,097) $ 3,829,371 55 Year Ended December 31, 2025 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Revenues $ 131 $ 7,467,883 $ (3,364) $ 7,464,650 Operating expenses Cost of revenues (excluding depreciation) — 6,110,069 (247) 6,109,822 Operating expense (excluding depreciation) — 585,239 2,426 587,665 Depreciation and amortization 2,120 141,727 478 144,325 General and administrative expense (excluding depreciation) 28,923 69,527 — 98,450 Equity earnings from refining and logistics investments — — (26,278) (26,278) Acquisition and integration costs 4,335 — — 4,335 Par West redevelopment and other costs — 14,793 — 14,793 Other operating loss (gain), net 9 (7,229) — (7,220) Total operating expenses 35,387 6,914,126 (23,621) 6,925,892 Operating income (loss) (35,256) 553,757 20,257 538,758 Other income (expense) Interest expense and financing costs, net (91) (82,308) 16 (82,383) Debt extinguishment and commitment costs — (1,147) — (1,147) Other income (expense), net (55) (610) — (665) Equity earnings (losses) from subsidiaries 404,793 — (404,793) — Equity earnings (losses) from Laramie Energy, LLC — — 23,308 23,308 Total other income (expense), net 404,647 (84,065) (381,469) (60,887) Income (loss) before income taxes 369,391 469,692 (361,212) 477,871 Income tax benefit (expense) (1) — (110,918) 135 (110,783) Net income (loss) 369,391 358,774 (361,077) 367,088 Less: Net loss attributable to noncontrolling interest — — (2,303) (2,303) Net income attributable to Par Pacific stockholders $ 369,391 $ 358,774 $ (358,774) $ 369,391 Adjusted EBITDA $ (28,600) $ 633,897 $ 28,219 $ 633,516 56 Year Ended December 31, 2024 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Revenues $ — $ 7,974,432 $ 25 $ 7,974,457 Operating expenses Cost of revenues (excluding depreciation) — 7,101,148 — 7,101,148 Operating expense (excluding depreciation) — 584,282 — 584,282 Depreciation and amortization 1,636 129,766 188 131,590 General and administrative expense (excluding depreciation) 33,490 75,354 — 108,844 Equity earnings from refining and logistics investments — — (11,905) (11,905) Acquisition and integration costs (2) — 100 — 100 Par West redevelopment and other costs — 12,548 — 12,548 Other operating loss (gain), net 100 122 — 222 Total operating expenses 35,226 7,903,320 (11,717) 7,926,829 Operating income (loss) (35,226) 71,112 11,742 47,628 Other income (expense) Interest expense and financing costs, net (40) (83,106) 353 (82,793) Debt extinguishment and commitment costs — (1,688) — (1,688) Other income (expense), net (31) (1,838) — (1,869) Equity earnings (losses) from subsidiaries 1,975 — (1,975) — Equity earnings (losses) from Laramie Energy, LLC — — (296) (296) Total other income (expense), net 1,904 (86,632) (1,918) (86,646) Income (loss) before income taxes (33,322) (15,520) 9,824 (39,018) Income tax benefit (expense) (1) — 2,659 3,037 5,696 Net income (loss) (33,322) (12,861) 12,861 (33,322) Less: Net income attributable to noncontrolling interest — — — — Net loss attributable to Par Pacific stockholders $ (33,322) $ (12,861) $ 12,861 $ (33,322) Adjusted EBITDA $ (26,167) $ 242,913 $ 21,930 $ 238,676 57 Year Ended December 31, 2023 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Revenues $ — $ 8,231,886 $ 69 $ 8,231,955 Operating expenses Cost of revenues (excluding depreciation) — 6,838,109 — 6,838,109 Operating expense (excluding depreciation) — 485,587 — 485,587 Depreciation and amortization 1,618 118,024 188 119,830 General and administrative expense (excluding depreciation) 29,258 62,189 — 91,447 Equity earnings from refining and logistics investments — — (11,844) (11,844) Acquisition and integration costs (2) — 17,482 — 17,482 Par West redevelopment and other costs — 11,397 — 11,397 Other operating loss (gain), net 30 (89) — (59) Total operating expenses 30,906 7,532,699 (11,656) 7,551,949 Operating income (loss) (30,906) 699,187 11,725 680,006 Other income (expense) Interest expense and financing costs, net (24) (72,789) 363 (72,450) Debt extinguishment and commitment costs — (19,182) — (19,182) Other income (expense), net 44 (97) — (53) Equity earnings (losses) from subsidiaries 759,528 — (759,528) — Equity earnings (losses) from Laramie Energy, LLC — — 24,985 24,985 Total other income (expense), net 759,548 (92,068) (734,180) (66,700) Income (loss) before income taxes 728,642 607,119 (722,455) 613,306 Income tax benefit (expense) (1) — (153,017) 268,353 115,336 Net income (loss) 728,642 454,102 (454,102) 728,642 Less: Net income attributable to noncontrolling interest — — — — Net income attributable to Par Pacific stockholders $ 728,642 $ 454,102 $ (454,102) $ 728,642 Adjusted EBITDA $ (28,722) $ 709,613 $ 15,356 $ 696,247 ________________________________________________________ (1) The income tax benefit (expense) of the Parent Guarantor and Par Borrower and Subsidiaries is determined using the separate return method.
The following should be read in conjunction with our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.
The following should be read in conjunction with our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.
Cash flows for the year ended December 31, 2023 Net cash provided by operating activities for the year ended December 31, 2023, was driven primarily by Net income of $728.6 million, non-cash earnings from operations of approximately $53.2 million, and net cash used for changes in operating assets and liabilities of approximately $96.3 million.
Cash flows for the year ended December 31, 2023 Net cash provided by operating activities for the year ended December 31, 2023, was primarily driven by net income of $728.6 million, non-cash earnings from operations of approximately $53.2 million, and net cash used for changes in operating assets and liabilities of approximately $96.3 million.
Net cash used in investing activities for the year ended December 31, 2023, consisted primarily of: • $595.4 million used for the Billings Acquisition, and • $82.3 million in additions to property, plant, and equipment driven by maintenance projects at our refineries and various profit improvement projects, including construction of a flagship retail store in Washington, improved crude processing equipment at our Hawaii refinery, a co-processing unit at our Tacoma refinery, and various IT infrastructure improvements, partially offset by • a $10.7 million cash distribution received from Laramie Energy in the first quarter of 2023.
Net cash used in investing activities for the year ended December 31, 2023, consisted primarily of: • a $595.4 million used for the Billings Acquisition, and • $82.3 million in additions to property, plant, and equipment driven by maintenance projects at our refineries and various profit improvement projects, including construction of a flagship retail store in Washington, improved crude processing equipment at our Hawaii refinery, a co-processing unit at our Tacoma refinery, and various IT infrastructure improvements, partially offset by • a $10.7 million cash distribution received from Laramie Energy in the first quarter of 2023.
The decrease was driven by a $658.8 million decrease in refining segment Operating income, a $109.6 million decrease in Income tax benefit, a $25.3 million decrease in Equity earnings from Laramie Energy, LLC, and a $17.4 million increase in general and 30 administrative expenses, partially offset by a $19.7 million increase in logistics segment Operating income, a $17.5 million decrease in Debt extinguishment and commitment costs, and a $17.4 million decrease in Acquisition and integration costs related to our Billings Acquisition.
The decrease was driven by a $658.8 million decrease in refining segment Operating income, a $109.6 million decrease in Income tax benefit, a $25.3 million decrease in Equity earnings from Laramie Energy, LLC, and a $17.4 million increase in general and administrative expenses, partially offset by a $19.7 million increase in logistics segment Operating income, a $17.5 million decrease in Debt extinguishment and commitment costs, and a $17.4 million decrease in Acquisition and integration costs related to our Billings Acquisition.
(7) Beginning in 2025, we established the Wyoming Index as a new benchmark for our Wyoming refinery. We believe the Wyoming Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Wyoming refinery’s financial performance compared to prior 36 reported market indices.
(7) Beginning in 2025, we established the Wyoming Index as a new benchmark for our Wyoming refinery. We believe the Wyoming Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Wyoming refinery’s financial performance compared to prior reported market indices.
In addition, we have modified our environmental obligation mark-to-market adjustment to include only the mark-to-market losses (gains) associated with our net RINs liability and net 37 obligation associated with the Washington Climate Commitment Act (“Washington CCA”) and Clean Fuel Standard. This modification was made as part of our change in how we estimate our environmental obligation liabilities.
In addition, we have modified our environmental obligation mark-to-market adjustment to include only the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington Climate Commitment Act (“Washington CCA”) and Clean Fuel Standard. This modification was made as part of our change in how we estimate our environmental obligation liabilities.
Condensed Consolidating Financial Information 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.
Condensed Consolidating Financial Information 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 52 lenders party thereto. The Term Loan Credit Agreement was co-issued by Par Petroleum Finance Corp.
Net cash used for changes in operating assets and liabilities resulted primarily from: • a decrease in gross environmental credit obligations primarily related to the settlement of our 2020, 2021, and 2022 RINs obligations, and • an increase in prepaid and other primarily driven by a $65.5 million increase in Advances to suppliers for crude purchases.
Net cash used for changes in operating assets and liabilities resulted primarily from: • a decrease in gross environmental credit obligations primarily related tot the settlement of our 2020, 2021, and 2022 RINs obligations, and • an increase in prepaid and other primarily driven by a $65.5 million increase in Advances to suppliers for crude purchases.
For the year ended December 31, 2024, Other expense, net was $1.9 million, an increase of $1.8 million compared to $0.1 million for the year ended December 31, 2023. 2024 activity was primarily due to $0.8 million of 2024 legal expenses unrelated to operating activities with no similar 2023 activity. Equity earnings (losses) from Laramie Energy, LLC.
For the year ended December 31, 2024, other expense was $1.9 million, an increase of $1.8 million compared to $0.1 million for the year ended December 31, 2023. 2024 activity was primarily due to $0.8 million of 2024 legal expenses unrelated to operating activities with no similar 2023 activity. Equity earnings (losses) from Laramie Energy, LLC.
Our production costs are included in Operating expense (excluding depreciation) on our consolidated statements of operations, which also includes costs related to our bulk marketing operations and severance costs. (4) Beginning in 2025, we established the Hawaii Index as a new benchmark for our Hawaii operations.
Our production costs are included in Operating expense (excluding depreciation) on our consolidated statements of operations, which also includes costs related to our bulk marketing operations and severance costs. 39 (4) Beginning in 2025, we established the Hawaii Index as a new benchmark for our Hawaii operations.
Actual results may differ from these estimates under different assumptions or conditions. Inventory and Obligations Under Inventory Financing Agreements Commodity inventories, excluding commodity inventories at the Washington refinery, are stated at the lower of cost and net realizable value using the FIFO accounting method.
Actual results may differ from these estimates under different assumptions or conditions. 66 Inventory and Obligations Under Inventory Financing Agreements Commodity inventories, excluding commodity inventories at the Washington refinery, are stated at the lower of cost and net realizable value using the FIFO accounting method.
Net cash used in financing activities for the year ended December 31, 2023, was approximately $135.6 million and consisted primarily of the following activities: 58 • net repayments under the Discretionary Draw Facility and Merrill Lynch Commodities, Inc.
Net cash used in financing activities for the year ended December 31, 2023, was approximately $135.6 million and consisted primarily of the following activities: • net repayments under the Discretionary Draw Facility and Merrill Lynch Commodities, Inc.
Non-cash charges to operations consisted primarily of the following adjustments: • depreciation and amortization expenses of $131.6 million; • unrealized loss on derivatives contracts of $42.5 million; • stock based compensation costs of $25.7 million, including $13.1 million related to the accelerated vesting of equity awards and modification of vested equity awards related to our CEO; and • dividends received from our refining and logistics investments of $13.1 million partially offset by • $11.9 million of non-cash equity earnings from our refining and logistics investments.
Non-cash charges to operations consisted primarily of the following adjustments: 64 • depreciation and amortization expenses of $131.6 million; • unrealized loss on derivatives contracts of $42.5 million; • stock based compensation costs of $25.7 million, including $13.1 million related to the accelerated vesting of equity awards and modification of vested equity awards related to our CEO; and • dividends received from our refining and logistic investments of $13.1 million, partially offset by • $11.9 million of non-cash equity earnings from our refining and logistics investments.
Adjusted EBITDA by segment also includes Gain on curtailment of pension obligation and Other income (loss), net, which are presented below Operating income (loss) on our condensed consolidated statements of operations.
Adjusted EBITDA by segment also includes Gain on curtailment of pension obligation and Other income (loss), net, which are presented below Operating income (loss) on our consolidated statements of operations.
(2) The acquisition and integration expense related to the Billings Acquisition was pushed down from the Parent Guarantor to the Issuer and Subsidiaries upon consummation of the transaction. 53 Non-GAAP Financial Measures 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 the same manner as for the Par Pacific Holdings, Inc.
(2) The acquisition and integration expense related to the Billings Acquisition was pushed down from the Parent Guarantor to the Issuer and Subsidiaries upon consummation of the transaction. 58 Non-GAAP Financial Measures 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 the same manner as for the Par Pacific Holdings, Inc.
We obtain the assistance of third-party valuation specialists in estimating fair values of tangible and intangible assets 61 based on available historical information and on expectations and assumptions about the future, considering the perspectives of marketplace participants. These valuation methods require management to make estimates and assumptions regarding characteristics of the acquired property and future revenues and expenses.
We obtain the assistance of third-party valuation specialists in estimating fair values of tangible and intangible assets 67 based on available historical information and on expectations and assumptions about the future, considering the perspectives of marketplace participants. These valuation methods require management to make estimates and assumptions regarding characteristics of the acquired property and future revenues and expenses.
(3) For the years ended December 31, 2024, 2023 and 2022, 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.
(3) For the years ended December 31, 2025, 2024, and 2023, 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.
As a result of this analysis, we determined that we have sufficient positive evidence to release a majority of the valuation allowance against our federal net deferred tax assets and recognized a non-cash deferred tax benefit of $277.7 million for the year ended December 31, 2023.
As a result of this analysis, we determined that we had sufficient positive evidence to release a majority of the valuation allowance against our federal net deferred tax assets and recognized a non-cash deferred tax benefit of $277.7 million for the year ended December 31, 2023.
Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and NOL and tax credit carry 62 forwards.
Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and NOL and tax credit carry 68 forwards.
Non-cash earnings from operations consisted primarily of the following adjustments: • depreciation and amortization expenses of $119.8 million, • debt commitment and extinguishment costs of $19.2 million, and • stock based compensation costs of $11.6 million, partially offset by • a benefit from deferred taxes of $126.3 million, • unrealized gain on derivatives contracts of $49.7 million, • a gain of $25.0 million from our equity investment in Laramie Energy, and • $11.8 million of non-cash equity earnings from our refining and logistics investments.
Non-cash earnings from operations consisted primarily of the following adjustments: 65 • deprecation and amortization expenses of $119.8 million, • debt commitment and extinguishment costs of $19.2 million, and • stock based compensation costs of $11.6 million, partially offset by • a benefit from deferred taxes of $126.3 million, • unrealized gain on derivatives contracts of $49.7 million, • a gain of $25.0 million of our equity investment in Laramie Energy, and • $11.8 million of non-cash equity earnings from our refining and logistics investments.
We retain a partial valuation allowance on certain state deferred tax assets primarily as a result of apportionment factors from minimal activity in certain states impacting assessed likelihood of future realizability.
We retained a partial valuation allowance on certain state deferred tax assets primarily as a result of apportionment factors from minimal activity in certain states impacting assessed likelihood of future realizability.
Estimating the cost and timing of future remedial efforts is difficult and related technologies, costs, regulatory and other compliance considerations, timing, discount rates, and other inputs considered in the valuations are subject to change. Please read Note 2—Summary of Significant Accounting Policies, “Asset Retirement Obligations,” to our consolidated financial statements under Item 8 of this Form 10-K for further information.
Estimating the cost and timing of future remedial efforts is difficult and related technologies, costs, regulatory and other compliance considerations, timing, discount rates, and other inputs considered in the valuations are subject to change. Please read “Note 2—Summary of Significant Accounting Policies”, “Asset Retirement Obligations,” to our consolidated financial statements under Item 8 of this Form 10-K for further information.
Please read Note 2—Summary of Significant Accounting Policies, “Income Taxes,” to our consolidated financial statements under Item 8 of this Form 10-K for further information. In the fourth quarter of 2023, we analyzed projections for our future taxable income and the absence of objective negative evidence, such as a cumulative loss in recent years.
Please read “Note 2—Summary of Significant Accounting Policies”, “Income Taxes,” to our consolidated financial statements under Item 8 of this Form 10-K for further information. In the fourth quarter of 2023, we analyzed projections for our future taxable income and the absence of objective negative evidence, such as a cumulative loss in recent years.
Adjusted Gross Margin Adjusted Gross Margin is defined as Operating income (loss) excluding: • operating expense (excluding depreciation); • depreciation and amortization (“D&A”); • Par’s portion of interest, taxes, and D&A expense from refining and logistics investments; • impairment expense; • loss (gain) on sale of assets, net; • Par's portion of accounting policy differences from refining and logistics investments; • inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory); • Environmental obligation mark-to-market adjustment (which represents the mark-to-market losses (gains) associated with our net RINs liability and our net obligation associated with the Washington Climate Commitment Act and Clean Fuel Standard); and • unrealized loss (gain) on derivatives.
Adjusted Gross Margin Adjusted Gross Margin is defined as Operating income (loss) excluding: • operating expense (excluding depreciation); • depreciation and amortization (“D&A”); • Par’s portion of interest, taxes, and D&A expense from refining and logistics investments; • impairment expense; • other operating (gain) loss, net (which primarily includes the impacts of the noncash remeasurement of our environmental liabilities); • Par's portion of accounting policy differences from refining and logistics investments; • inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory); • Environmental obligation mark-to-market adjustment (which represents the mark-to-market losses (gains) associated with our net RINs liability and our net obligation associated with the Washington Climate Commitment Act and Clean Fuel Standard); and • unrealized loss (gain) on derivatives.
For the year ended December 31, 2024, Equity earnings from refining and logistics investments were $11.9 million, which was relatively consistent with $11.8 million for the year 45 ended December 31, 2023. Please read Note 3—Refining and Logistics Equity Investments to our consolidated financial statements under Item 8 of this Form 10-K for additional information. Acquisition and integration costs.
For the year ended December 31, 2024, equity earnings from refining and logistics investments were $11.9 million, which was relatively consistent with $11.8 million for the year December 31, 2023. Please read “Note 3—Refining and Logistics Equity Investments” to our consolidated financial statements under Item 8 of this Form 10-K for additional information. Acquisition and Integration Costs.
For the year ended December 31, 2023, we recorded an income tax benefit of $115.3 million primarily related to the release of the federal tax valuation allowance in the fourth quarter of 2023, partially offset by state taxes. Please read Note 22—Income Taxes to our consolidated financial statements under Item 8 of this Form 10-K for more information.
For the year ended December 31, 2023, we recorded an income tax benefit of $115.3 million primarily related to the release of the federal tax valuation allowance in the fourth quarter of 2023, partially offset by state taxes. Please read “Note 23—Income Taxes” to our consolidated financial statements under Item 8 of this Form 10-K for more information.
Discussion of Adjusted Gross Margin by Segment Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Refining . For the year ended December 31, 2024, our refining Adjusted Gross Margin was approximately $618.3 million, a decrease of $376.7 million compared to $995.0 million for the year ended December 31, 2023.
For the year ended December 31, 2024, our refining Adjusted Gross Margin was approximately $618.3 million, a decrease of $376.7 million compared to $995.0 million for the year ended December 31, 2023.
These valuation methods require us to make significant estimates and assumptions regarding future cash flows, capital projects, commodity prices, long-term growth rates, and discount rates. Please read Note 10—Goodwill and Intangible Assets to our consolidated financial statements under Item 8 of this Form 10-K for further information.
These valuation methods require us to make significant estimates and assumptions regarding future cash flows, capital projects, commodity prices, long-term growth rates, and discount rates. Please read “Note 11—Goodwill and Intangible Assets” to our consolidated financial statements under Item 8 of this Form 10-K for further information.
Effective as of the fourth quarter of 2024, we have modified our definition of Adjusted Gross Margin, Adjusted Net Income (Loss) and Adjusted EBITDA to align the accounting treatment for deferred turnaround costs from our refining and logistics investments with our accounting policy.
Effective as of the fourth quarter of 2024, we have modified our definition of Adjusted Gross Margin, Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA to align the accounting treatment for deferred turnaround costs from our refining and logistics investments with our accounting policy.
We believe Adjusted Net Income (Loss) and Adjusted EBITDA (as defined below) are useful supplemental financial measures that allow management and investors to assess the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis, the ability of our assets to generate cash to pay interest on our indebtedness, and our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure.
We believe Adjusted Net Income (Loss) attributable to Par Pacific stockholders, Adjusted EBITDA (as defined below), and Adjusted EBITDA by segment (as defined below) are useful supplemental financial measures that allow management and investors to assess the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis, the ability of our assets to generate cash to pay interest on our indebtedness, and our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure.
Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information. For the year ended December 31, 2024, Adjusted Net Income was $21.2 million compared to $501.2 million for the year ended December 31, 2023.
Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information. For the year ended December 31, 2024, Adjusted Net Income attributable to Par Pacific stockholders was $21.2 million compared to $501.2 million for the year ended December 31, 2023.
(2) For the years ended December 31, 2023 and 2022, there was no impact in Operating Income from accounting policy differences at our refining and logistics investments.
(2) For the year ended December 31, 2023, there was no impact in Operating Income from accounting policy differences at our refining and logistics investments.
Crude oil held in storage tanks at, and certain crude oil in transit to, the Hawaii refinery are financed by Citi under procurement contracts. The crude oil remains in the legal title of Citi and is stored in our storage tanks governed by a storage facilities agreement.
Crude oil held in storage tanks at, and certain crude oil in transit to, the Hawaii refinery are financed by Citigroup Energy Inc. (“Citi”) under procurement contracts. The crude oil remains in the legal title of Citi and is stored in our storage tanks governed by a storage facilities agreement.
Please read Note 9—Property, Plant, and Equipment to our consolidated financial statements under Item 8 of this Form 10-K for further information. Environmental Matters and Asset Retirement Obligations We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated.
Please read “Note 10—Property, Plant, and Equipment” to our consolidated financial statements under Item 8 of this Form 10-K for further information. Environmental Matters and Asset Retirement Obligations We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated.
Estimating the net realizable value of our inventory requires management to make assumptions about the timing of sales and the expected proceeds that will be realized for these sales. Please read Note 7—Inventories to our consolidated financial statements under Item 8 of this Form 10-K for additional information.
Estimating the net realizable value of our inventory requires management to make assumptions about the timing of sales and the expected proceeds that will be realized for these sales. Please read “Note 8—Inventories” to our consolidated financial statements under Item 8 of this Form 10-K for additional information.
Please read the discussions of segment and consolidated results below for additional information. Adjusted EBITDA and Adjusted Net Income. For the year ended December 31, 2024, Adjusted EBITDA was $238.7 million compared to $696.2 million for the year ended December 31, 2023.
Please read the discussions of segment and consolidated results below for additional information. Adjusted EBITDA and Adjusted Net Income Attributable to Par Pacific Stockholders. For the year ended December 31, 2024, Adjusted EBITDA was $238.7 million compared to $696.2 million for the year ended December 31, 2023.
Please read Note 16—Fair Value Measurements to our consolidated financial statements under Item 8 of this Form 10-K for additional information. Business Combinations We recognize assets acquired and liabilities assumed in business combinations separately from goodwill at their estimated fair values as of the date of acquisition. Significant judgment is required in estimating the fair value of assets acquired.
Please read “Note 17—Fair Value Measurements” to our consolidated financial statements under Item 8 of this Form 10-K for additional information. Business Combinations We recognize assets acquired and liabilities assumed in business combinations separately from goodwill at their estimated fair values as of the date of acquisition. Significant judgment is required in estimating the fair value of assets acquired.
Beginning with financial results reported for the second quarter of 2023, Adjusted Gross Margin, Adjusted Net Income (Loss), and Adjusted EBITDA exclude our portion of interest, taxes, and depreciation expense from our refining and logistics investments acquired on June 1, 2023, as part of the Billings Acquisition.
Beginning with financial results reported for the second quarter of 2023, Adjusted Gross Margin, Adjusted Net Income (Loss) attributable to Par Pacific stockholders, and Adjusted EBITDA exclude our portion of interest, taxes, and depreciation expense from our refining and logistics investments acquired on June 1, 2023, as part of the Billings Acquisition.
(2) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $643.7 million, $590.8 million, and $493.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. 33 Below is a summary of key operating statistics for the refining segment for the years ended December 31, 2024, 2023, and 2022: Year Ended December 31, 2024 2023 2022 Total Refining Segment Feedstocks Throughput (Mbpd) (1) 186.7 170.3 133.8 Refined product sales volume (Mbpd) (1) 199.9 183.1 140.3 Hawaii Refinery Feedstocks Throughput (Mbpd) 81.1 80.8 81.8 Yield (% of total throughput) Gasoline and gasoline blendstocks 26.2 % 26.3 % 25.6 % Distillates 38.9 % 40.4 % 38.8 % Fuel oils 31.3 % 28.9 % 31.4 % Other products 0.2 % 1.1 % 0.7 % Total yield 96.6 % 96.7 % 96.5 % Refined product sales volume (Mbpd) 89.3 89.1 84.0 Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 9.34 $ 15.25 $ 13.99 Production costs per bbl ($/throughput bbl) (3) 4.58 4.57 4.86 D&A per bbl ($/throughput bbl) 0.43 0.65 0.67 Montana Refinery Feedstocks Throughput (Mbpd) (1) 49.9 54.4 — Yield (% of total throughput) Gasoline and gasoline blendstocks 48.0 % 48.1 % — % Distillates 31.9 % 32.0 % — % Asphalt 10.9 % 12.1 % — % Other products 3.9 % 3.2 % — % Total yield 94.7 % 95.4 % — % Refined product sales volume (Mbpd) (1) 53.2 58.6 — Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 11.37 $ 21.14 $ — Production costs per bbl ($/throughput bbl) (3) 12.42 10.78 — D&A per bbl ($/throughput bbl) 1.83 1.45 — Washington Refinery Feedstocks Throughput (Mbpd) 38.2 40.0 35.5 Yield (% of total throughput) Gasoline and gasoline blendstocks 23.9 % 23.5 % 24.0 % Distillates 34.5 % 34.5 % 34.3 % Asphalt 18.8 % 19.7 % 20.3 % Other products 19.3 % 18.7 % 18.2 % Total yield 96.5 % 96.4 % 96.8 % 34 Year Ended December 31, 2024 2023 2022 Refined product sales volume (Mbpd) 39.2 41.7 39.7 Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 3.25 $ 9.41 $ 18.00 Production costs per bbl ($/throughput bbl) (3) 4.28 4.12 4.01 D&A per bbl ($/throughput bbl) 1.97 1.91 2.19 Wyoming Refinery Feedstocks Throughput (Mbpd) 17.5 17.6 16.5 Yield (% of total throughput) Gasoline and gasoline blendstocks 46.9 % 47.1 % 49.7 % Distillates 47.1 % 46.7 % 43.1 % Fuel oil 2.4 % 2.5 % 2.4 % Other products 2.1 % 1.5 % 2.1 % Total yield 98.5 % 97.8 % 97.3 % Refined product sales volume (Mbpd) 18.2 17.9 16.6 Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 13.73 $ 25.15 $ 26.50 Production costs per bbl ($/throughput bbl) (3) 8.10 7.50 7.32 D&A per bbl ($/throughput bbl) 2.71 2.69 2.85 Par Pacific Indices ($ per barrel) Hawaii Index (4) $ 7.21 $ 13.06 $ 19.21 Montana Index (5) 14.39 23.71 26.84 Washington Index (6) 4.13 9.81 19.85 Wyoming Index (7) 16.47 24.48 26.33 Market Cracks (average $ per barrel) Singapore 3.1.2 Product Crack (4) $ 13.36 $ 19.50 $ 25.43 Montana 6.3.2.1 Product Crack (5) 21.59 30.15 35.93 Washington 3.1.1.1 Product Crack (6) 12.11 17.91 29.58 Wyoming 2.1.1 Product Crack (7) 18.48 27.52 32.35 Crude Oil Prices (average $ per barrel) (8) Brent $ 79.86 $ 82.17 $ 99.04 WTI 75.76 77.60 94.33 ANS (-) Brent 1.55 0.95 3.27 Bakken Guernsey (-) WTI (1.26) (0.65) 2.34 Bakken Williston (-) WTI (2.45) (0.09) 2.70 WCS Hardisty (-) WTI (13.90) (17.92) (19.14) MSW (-) WTI (4.03) (3.70) (1.56) Brent M1-M3 1.10 0.81 3.49 35 ________________________________________________________ (1) The 2024 amounts for the total refining segment represent the sum of the Hawaii, Montana, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the year ended December 31, 2024.
(2) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $616.7 million, $643.7 million, and $590.8 million for the years ended December 31, 2025, 2024, and 2023, respectively. 36 Below is a summary of key operating statistics for the refining segment for the years ended December 31, 2025, 2024, and 2023: Year Ended December 31, 2025 2024 2023 Total Refining Segment Feedstocks Throughput (Mbpd) (1) 187.8 186.7 170.3 Refined product sales volume (Mbpd) (1) 199.1 199.9 183.1 Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 14.60 $ 9.05 $ 16.01 SRE impact 2.96 — — Adjusted Gross Margin excluding SRE impact 11.64 9.05 16.01 Production costs per bbl ($/throughput bbl) (3) 6.92 6.94 5.93 D&A per bbl ($/throughput bbl) 1.52 1.33 1.30 Hawaii Refinery Feedstocks Throughput (Mbpd) 84.1 81.1 80.8 Yield (% of total throughput) Gasoline and gasoline blendstocks 27.8 % 26.2 % 26.3 % Distillates 38.1 % 38.9 % 40.4 % Fuel oils 29.9 % 31.3 % 28.9 % Other products 1.0 % 0.2 % 1.1 % Total yield 96.8 % 96.6 % 96.7 % Refined product sales volume (Mbpd) 89.7 89.3 89.1 Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 11.69 $ 9.34 $ 15.25 SRE impact — — — Adjusted Gross Margin excluding SRE impact 11.69 9.34 15.25 Production costs per bbl ($/throughput bbl) (3) 4.43 4.58 4.57 D&A per bbl ($/throughput bbl) 0.26 0.43 0.65 Montana Refinery Feedstocks Throughput (Mbpd) (1) 51.7 49.9 54.4 Yield (% of total throughput) Gasoline and gasoline blendstocks 47.0 % 48.0 % 48.1 % Distillates 32.9 % 31.9 % 32.0 % Asphalt 11.2 % 10.9 % 12.1 % Other products 3.2 % 3.9 % 3.2 % Total yield 94.3 % 94.7 % 95.4 % Refined product sales volume (Mbpd) (1) 52.3 53.2 58.6 37 Year Ended December 31, 2025 2024 2023 Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 15.83 $ 11.37 $ 21.14 SRE impact 3.05 — — Adjusted Gross Margin excluding SRE impact 12.78 11.37 21.14 Production costs per bbl ($/throughput bbl) (3) 11.11 12.42 10.78 D&A per bbl ($/throughput bbl) 2.56 1.83 1.45 Washington Refinery Feedstocks Throughput (Mbpd) 38.7 38.2 40.0 Yield (% of total throughput) Gasoline and gasoline blendstocks 23.2 % 23.9 % 23.5 % Distillates 34.9 % 34.5 % 34.5 % Asphalt 18.9 % 18.8 % 19.7 % Other products 19.4 % 19.3 % 18.7 % Total yield 96.4 % 96.5 % 96.4 % Refined product sales volume (Mbpd) 40.5 39.2 41.7 Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 13.69 $ 3.25 $ 9.41 SRE impact 5.27 — — Adjusted Gross Margin excluding SRE impact 8.42 3.25 9.41 Production costs per bbl ($/throughput bbl) (3) 4.19 4.28 4.12 D&A per bbl ($/throughput bbl) 1.97 1.97 1.91 Wyoming Refinery Feedstocks Throughput (Mbpd) 13.3 17.5 17.6 Yield (% of total throughput) Gasoline and gasoline blendstocks 46.6 % 46.9 % 47.1 % Distillates 45.8 % 47.1 % 46.7 % Fuel oil 3.4 % 2.4 % 2.5 % Other products 2.2 % 2.1 % 1.5 % Total yield 98.0 % 98.5 % 97.8 % Refined product sales volume (Mbpd) 16.6 18.2 17.9 Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 30.93 $ 13.73 $ 25.15 SRE impact 14.52 — — Adjusted Gross Margin excluding SRE impact 16.41 13.73 25.15 Production costs per bbl ($/throughput bbl) (3) 14.24 8.10 7.50 D&A per bbl ($/throughput bbl) 4.18 2.71 2.69 38 Year Ended December 31, 2025 2024 2023 Market Indices (average $ per barrel) Hawaii Index (4) $ 10.60 $ 7.21 $ 13.06 Montana Index (5) 14.21 14.39 23.71 Washington Index (6) 11.29 4.13 9.81 Wyoming Index (7) 19.99 16.47 24.48 Combined Index (8) 12.40 9.37 15.46 Market Cracks (average $ per barrel) Singapore 3.1.2 Product Crack (4) $ 16.13 $ 13.36 $ 19.50 Montana 6.3.2.1 Product Crack (5) 24.49 21.59 30.15 Washington 3.1.1.1 Product Crack (6) 19.93 12.11 17.91 Wyoming 2.1.1 Product Crack (7) 21.89 18.48 27.52 Crude Oil Prices (average $ per barrel) (9) Brent $ 68.19 $ 79.86 $ 82.17 WTI 64.73 75.76 77.60 ANS (-) Brent 2.64 1.55 0.95 Bakken Guernsey (-) WTI (1.07) (1.26) (0.65) Bakken Williston (-) WTI (2.52) (2.45) (0.09) WCS Hardisty (-) WTI (11.34) (13.90) (17.92) MSW (-) WTI (3.55) (4.03) (3.70) Syncrude (-) WTI (0.14) 0.18 1.32 Brent M1-M3 1.14 1.10 0.81 ________________________________________________________ (1) The 2025 and 2024 amounts for the total refining segment represent the sum of the Hawaii, Montana, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the year ended December 31, 2025 and 2024, respectively.
After aggressively raising interest rates in 2022 and early 2023 to bring down inflation, the Fed cut interest rates in 2024 in response to positive indicators of economic growth, including easing labor market conditions and lower inflation. Interest rates decreased to a range of 4.25% to 4.50% in December 2024 from 5.25% to 5.50% in December 2023.
After aggressively raising interest rates in early 2023 to bring down inflation, the Fed cut interest rates in 2024 and 2025 in response to positive indicators of economic growth, including easing labor market conditions and lower inflation. Interest rates decreased to a range of 3.50% to 3.75% in December 2025 from 4.25% to 4.50% in December 2024.
Beginning with financial results reported for the fourth quarter of 2023, Adjusted Gross Margin, Adjusted Net Income (Loss), and Adjusted EBITDA also exclude all hedge losses (gains) associated with our Washington ending inventory and LIFO layer increment impacts associated with our Washington inventory.
Beginning with financial results reported for the fourth quarter of 2023, Adjusted Gross Margin, Adjusted Net Income (Loss) attributable to Par Pacific stockholders, and Adjusted EBITDA also exclude all hedge losses (gains) associated with our Washington ending inventory and LIFO layer increment impacts associated with our Washington inventory.
Usually, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action. Please read Note 18—Commitments and Contingencies to our consolidated financial statements under Item 8 of this Form 10-K for further information about our environmental liabilities and assessments.
Usually, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action. Please read “Note 19—Commitments and Contingencies” to our consolidated financial statements under Item 8 of this Form 10-K for further information about our environmental liabilities and assessments.
Debt extinguishment and commitment costs. For the year ended December 31, 2024, our Debt extinguishment and commitment costs wer e approximately $1.7 million in connection to the repricing of our Term Loan Credit Agreement, the termination of our LC Facility and the expiration of our Supply and Offtake Agreement in the second quarter of 2024.
Debt extinguishment and commitment costs. For the year ended December 31, 2024, our debt extinguishment and commitment costs were approximately $1.7 million in connection with the repricing of our Term Loan Credit Agreement, the termination of our LC Facility and the expiration of our Supply and Offtake Agreement in the second quarter of 2024.
The Washington Index declined $5.68 per barrel, or 58%. • Adjusted Gross Margin for the Wyoming re finery decreased by $11.42 per barrel from $25.15 per barrel during the year ended December 31, 2023, to $13.73 per barrel during the year ende d December 31, 2024.
The Washington Index declined $5.68 per barrel, or 58%. • Adjusted Gross Margin for the Wyoming refinery decreased by $11.42 per barrel from $25.15 per barrel during the year ended December 31, 2023, to $13.73 per barrel during the year ended December 31, 2024.
Generally, the primary uses of our capital resources have been in the operations of our refining and retail segments, for payments related to acquisitions, and to repay or refinance indebtedness.
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.
Adjusted Net Income (Loss) and Adjusted EBITDA Adjusted Net Income (Loss) is defined as Net income (loss) excluding: • inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory); • Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our RINs and Washington CCA and Clean Fuel Standard); • unrealized (gain) loss on derivatives; • acquisition and integration costs; • redevelopment and other costs related to Par West; • debt extinguishment and commitment costs; • increase in (release of) tax valuation allowance and other deferred tax items; • changes in the value of contingent consideration and common stock warrants; • severance costs and other non-operating expense (income); • (gain) loss on sale of assets; • impairment expense; • impairment expense associated with our investment in Laramie Energy; • Par’s share of equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions; and • Par’s portion of accounting policy differences from refining and logistics investments. 39 Adjusted EBITDA is defined as Adjusted Net Income (Loss) excluding: • D&A; • interest expense and financing costs, net, excluding interest rate derivative loss (gain); • cash distributions from Laramie Energy, LLC to Par; • Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and • income tax expense (benefit) excluding the increase in (release of) tax valuation allowance.
Adjusted Net Income (Loss) Attributable to Par Pacific Stockholders and Adjusted EBITDA Adjusted Net Income (Loss) attributable to Par Pacific stockholders is defined as Net income (loss) attributable to Par Pacific stockholders excluding: • inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory); • Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our RINs and Washington CCA and Clean Fuel Standard); • unrealized (gain) loss on derivatives; • acquisition and integration costs; • redevelopment and other costs related to Par West; • debt extinguishment and commitment costs; • increase in (release of) tax valuation allowance and other deferred tax items; • changes in the value of contingent consideration and common stock warrants; • severance costs and other non-operating expense (income); • impairment expense; • impairment expense associated with our investment in Laramie Energy; • Par’s share of equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions; 43 • Par’s portion of accounting policy differences from refining and logistics investments; • other operating (gain) loss, net (which primarily included the impacts of the noncash remeasurement of our environmental liabilities); and • Noncontrolling interest impact of non-GAAP adjustments.
The decrease was primarily due t o lower crack spreads, partially offset by favorable changes in crude oil differentials.
The decrease was primarily due to lower crack spreads, partially offset by favorable changes in crude oil differentials.
The increase was primarily due to $13.1 million of stock-based compensation expenses related to CEO transition costs in the first quarter of 2024, $3.1 million higher Information Technology (“IT”) expenses, and a $2.1 million increase in employee costs. Equity earnings from refining and logistics investments .
The increase was primarily due to $13.1 million of stock-based 51 compensation expenses related to CEO transition costs in the first quarter of 2024, a $3.1 million increase in IT expenses, and a $2.1 million increase in employee costs. Equity earnings from refining and logistics investments.
Under this approach, we exclude our share of their turnaround expenses, which are recorded as period costs in their financial statements, and instead defer and amortize these costs on a straight-line basis over the period estimated until the next planned turnaround. This modification enhances consistency and comparability across reporting periods.
Under this approach, we exclude our share of their turnaround expenses, which are recorded as period costs in their financial statements, and instead defer and amortize these costs on a straight-line basis over the period estimated until the next planned turnaround.
(4) For the years ended December 31, 2023 and 2022, there was no impact in Net Income from accounting policy differences at our refining and logistics investments. 40 Adjusted EBITDA by Segment Adjusted EBITDA by segment is defined as Operating income (loss) excluding: • D&A; • inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory); • Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington CCA and Clean Fuel Standard); • unrealized (gain) loss on derivatives; • acquisition and integration costs; • redevelopment and other costs related to Par West; • severance costs and other non-operating expense (income); • (gain) loss on sale of assets; • impairment expense; • Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and • Par's portion of accounting policy differences from refining and logistics investments.
Adjusted EBITDA by Segment Adjusted EBITDA by segment is defined as Operating income (loss) excluding: • D&A; • inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory); • Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington CCA and Clean Fuel Standard); • unrealized (gain) loss on derivatives; • acquisition and integration costs; • redevelopment and other costs related to Par West; • severance costs and other non-operating expense (income); • other operating loss (gain), net (which primarily includes the impacts of the noncash remeasurement of our environmental liabilities); • impairment expense; • Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and • Par's portion of accounting policy differences from refining and logistics investments.
This activity was offset by a $12.8 million net decrease in inventory financing costs related to the refinancing of our inventory financing agreements in 2023 and 2024. Please read Note 14—Debt and Note 12—Inventory Financing Agreements to our consolidated financial statements under Item 8 of this Form 10-K for further discussion on our indebtedness and inventory financing, respectively.
This activity was partially offset by a $12.8 million net decrease in inventory financing costs related to the refinancing of our inventory financing agreements in 2023 and 2024. Please read “Note 13—Inventory Financing Agreements” and “Note 15—Debt” to our consolidated financial statements under Item 8 of this Form 10-K for further discussion on our inventory financing and indebtedness, respectively.
Discussion of Consolidated Results Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues. For the year ended December 31, 2024, revenues were $8.0 billion, a $0.2 billion decrease compared to $8.2 billion for the year ended December 31, 2023.
For the year ended December 31, 2024, Revenues were $8.0 billion, a $0.2 billion decrease compared to $8.2 billion for the year ended December 31, 2023.
Net cash used in investing activities for the year ended December 31, 2024, consisted primarily of: • $135.5 million in additions to property, plant, and equipment driven by maintenance projects at our refineries and various profit improvement projects. 57 Net cash used in financing activities was approximately $37.0 million for the year ended December 31, 2024, and consisted primarily of the following activities: • payments of $547.6 million related to the expiration of our Supply and Offtake Agreement and related deferred payment arrangement in the second quarter of 2024, • repurchases of common stock of $142.0 million, and • aggregate payments of $9.6 million of deferred loan costs, partially offset by • net debt borrowings of $456.6 million primarily driven by activity in our ABL Credit Facility and the increase to the size of our Term Loan Credit Agreement , and • proceeds of $203.1 million related to the step-in of the Inventory Intermediation Agreement in the second quarter of 2024.
Net cash used in financing activities for the year ended December 31, 2024, was approximately $37.0 million and consisted primarily of the following activities: • payments of $547.6 million related to the expiration of our Supply and Offtake Agreement and related deferred payment arrangement in the second quarter of 2024, • repurchases of common stock of $142.0 million, and • aggregate payments of $9.6 million of deferred loan costs, partially offset by • net debt borrowings of $456.6 million primarily driven by activity in our ABL Credit Facility and the increase to the size of our Term Loan Credit Agreement, and • proceeds of $203.1 million related to the step-in of the Inventory Intermediation Agreement in the second quarter of 2024.
Below is a summary of key operating statistics for the retail segment for the years ended December 31, 2024, 2023, and 2022: Year Ended December 31, 2024 2023 2022 Retail Segment Retail sales volumes (thousands of gallons) 121,473 117,550 105,456 Non-GAAP Performance Measures Management uses certain financial measures to evaluate our operating performance that are considered non-GAAP financial measures.
Below is a summary of key operating statistics for the retail segment for the years ended December 31, 2025, 2024, and 2023: Year Ended December 31, 2025 2024 2023 Retail Segment Retail sales volumes (thousands of gallons) 122,847 121,473 117,550 40 Non-GAAP Performance Measures Management uses certain financial measures and forecasts to evaluate our operating performance and allocate resources that are considered non-GAAP financial measures.
The decline was primarily related to the same factors described above for the decrease in Adjusted EBITDA, as well as a $12.0 million increase in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains), an $11.8 million increase in Depreciation and amortization, and a $9.2 million decrease in cash distributions received from Laramie Energy, LLC, partially offset by a decrease in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items of $13.3 million.
The decline was primarily related to the same factors described above for the decrease in Adjusted EBITDA, as well as a $12.0 million increase in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains), an $11.8 million increase in Depreciation and amortization, and a $9.2 million decrease in cash distributions received from Laramie Energy, LLC, partially offset by a decrease in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items of $13.3 million. 34 The following table summarizes our consolidated results of operations for the years ended December 31, 2025, 2024, and 2023 (in thousands).
Please read Note 5—Acquisitions to our consolidated financial statements under Item 8 of this Form 10-K for more information. Par West redevelopment and other costs.
Please read “Note 6—Acquisitions” to our consolidated financial statements under Item 8 of this Form 10-K for more information. Par West redevelopment and other costs.
Please read Note 19—Stockholders’ Equity to our consolidated financial statements under Item 8 of this Form 10-K for additional discussion on the share repurchase program.
Please read “Note 20—Stockholders’ Equity” to our consolidated financial statements under Item 8 of this Form 10-K for additional discussion on the share repurchase program.
We also measure certain assets and liabilities at fair value on a nonrecurring basis when specific triggering events occur, such as business combinations and events which indicate that a reporting unit’s carrying value exceeds its estimated fair value.
Assets and liabilities measured at fair value on a recurring basis include derivative instruments and environmental credit obligations. We also measure certain assets and liabilities at fair value on a nonrecurring basis when specific triggering events occur, such as business combinations and events which indicate that a reporting unit’s carrying value exceeds its estimated fair value.
Please read Note 14—Debt to our consolidated financial statements under Item 8 of this Form 10-K for further discussion. Other expense, net .
Please read “Note 15—Debt” to our consolidated financial statements under Item 8 of this Form 10-K for further discussion. Other expense, net.
Adjusted EBITDA calculations. See “Results of Operations — Non-GAAP Performance Measures — Adjusted Net Income (Loss) and Adjusted EBITDA” above.
Adjusted EBITDA calculations. See “Results of Operations — Non-GAAP Performance Measures — Adjusted Net Income (Loss) attributable to Par Pacific stockholders and Adjusted EBITDA” above.
For the year ended December 31, 2024, our proportionate share of Laramie Energy’s net loss was $6.8 million, partially offset by $6.5 million of accretion of the basis difference. On April 29, 2024, Laramie Energy made a cash distribution to its owners, including us, based on ownership percentage. Our share of this distribution was $1.5 million.
On April 29, 2024, Laramie Energy made a cash distribution to its owners, including us, based on ownership percentage. Our share of this distribution was $1.5 million. For the year ended December 31, 2023, our proportionate share of Laramie Energy’s net income was $19.5 million, and the accretion of basis was $5.5 million.
Results of Operations Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net Income (Loss). Our financial results for the year ended December 31, 2024, declined from a Net income of $728.6 million for the year ended December 31, 2023, to a Net loss of $33.3 million for the year ended December 31, 2024.
Our financial results for the year ended December 31, 2024, declined from net income attributable to Par Pacific stockholders of $728.6 million for the year ended December 31, 2023, to net loss attributable to Par Pacific stockholders of $33.3 million for the year ended December 31, 2024.
Subsequent adjustments, if any, are recorded to the consolidated statement of operations. Please read Note 5—Acquisitions and Note 16—Fair Value Measurements to our consolidated financial statements under Item 8 of this Form 10-K for further information.
Subsequent adjustments, if any, are recorded to the consolidated statement of operations. Please read “Note 6—Acquisitions” and “Note 17—Fair Value Measurements” to our consolidated financial statements under Item 8 of this Form 10-K for further information.
Other Sources of Liquidity We may from time to time seek to retire or purchase our common stock through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.
We may from time to time seek to retire or repurchase our common stock through cash purchases, in open market purchases, privately negotiated transactions, or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.
Our estimated interest payments due for 2025 are $51.2 million and our total estimated undiscounted future interest payments will be $260.3 million on the debt obligations held as of December 31, 2024, and using interest rates in effect as of December 31, 2024.
Our estimated interest payments due for 2026 are $44.4 million and our total estimated undiscounted future interest payments will be $186.8 million on the debt obligations held as of December 31, 2025, and using interest rates in effect as of December 31, 2025.
The Russia-Ukraine war, the Israel-Palestine conflict, Houthi attacks in the Red Sea, and Iranian activities in the Strait of Hormuz have all continued to disrupt global trade patterns, increase crude oil price volatility, and increase freight costs and delivery times.
The Russia-Ukraine war, the Israel-Palestine conflict, the political activity in Venezuela, Houthi-related disruptions in the Red Sea, and tensions involving Iran and the Strait of Hormuz have all continued to disrupt global trade patterns, increase crude oil price volatility, and, at times, increase freight costs and delivery times.
Operating income for our retail segment was $64.8 million for the year ended December 31, 2024, an increase of $8.2 million compared to $56.6 million for the year ended December 31, 2023.
Operating income for our retail segment was $74.7 million for the year ended December 31, 2025, an increase of $9.9 million compared to $64.8 million for the year ended December 31, 2024.
The Montana Index declined $9.32 per barrel, or 39%. Logistics. For the year ended December 31, 2024, our logistics Adjusted Gross Margin was approximately $135.8 million, an increase of $14.6 million compared to $121.2 million for the year ended December 31, 2023.
The decrease was primarily due to lower crack spreads, partially offset by higher refined product sale volumes. The Montana Index declined $9.32 per barrel, or 39%. Logistics. For the year ended December 31, 2024, our logistics Adjusted Gross Margin was approximately $135.8 million, an increase of $14.6 million compared to $121.2 million for the year ended December 31, 2023.
Crude oil pricing decreased in 2024 compared to 2023. Brent crude oil pricing averaged $79.86 per barrel in 2024 compared to $82.17 per barrel in 2023. The U.S. retail price for regular-grade gasoline averaged $3.30 per gallon in 2024 compared to $3.52 per gallon in 2023.
Crude oil prices decreased in 2025 compared to 2024. Brent crude oil prices averaged $68.19 per barrel in 2025 compared to $79.86 per barrel in 2024. The U.S. retail price for regular-grade gasoline averaged $3.10 per gallon in 2025 compared to $3.30 per gallon in 2024.
The increase was primarily related to a $4.1 million increase in fuel volumes and $3.5 million of increased merchandise margins. Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Refining .
The increase was primarily related to a $4.1 million increase in fuel volumes and $3.5 million of increased merchandise margins. 49 Discussion of Consolidated Results Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Revenues.
Beginning with financial results reported for the fourth quarter of 2023, Adjusted Net Income (loss) excludes unrealized interest rate derivative losses (gains) and all Laramie Energy related impacts with the exception of cash distributions. We have recast Adjusted Net Income (Loss) for prior periods when reported to conform to the modified presentation.
Beginning with financial results reported for the fourth quarter of 2023, Adjusted Net Income (Loss) attributable to Par Pacific stockholders excludes unrealized interest rate derivative losses (gains) and all Laramie Energy related impacts with the exception of cash distributions.
The following table presents a reconciliation of Adjusted Net Income (Loss) and Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income (loss), on a historical basis for the periods indicated (in thousands): Year Ended December 31, 2024 2023 2022 Net income (loss) $ (33,322) $ 728,642 $ 364,189 Inventory valuation adjustment (490) 102,710 (15,712) Environmental obligation mark-to-market adjustments (19,136) (189,783) 105,760 Unrealized loss (gain) on derivatives 42,485 (49,690) 9,336 Par West redevelopment and other costs 12,548 11,397 — Acquisition and integration costs 100 17,482 3,663 Debt extinguishment and commitment costs 1,688 19,182 5,329 Changes in valuation allowance and other deferred tax items (1) (3,315) (126,219) — Severance costs and other non-operating expenses (2) 14,802 1,785 2,272 Equity losses (earnings) from Laramie Energy, LLC, excluding cash distributions 1,781 (14,279) — Par's portion of accounting policy differences from refining and logistics investments 3,856 — — Loss (gain) on sale of assets, net 222 (59) (169) Adjusted Net Income (2)(4) 21,219 501,168 474,668 Depreciation and amortization 131,590 119,830 99,769 Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 83,589 71,629 68,288 Laramie Energy, LLC cash distributions to Par (1,485) (10,706) — Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments 6,144 3,443 — Income tax expense (benefit) (2,381) 10,883 710 Adjusted EBITDA (3) $ 238,676 $ 696,247 $ 643,435 ________________________________________________________ (1) For the years ended December 31, 2024 and 2023, we recognized a non-cash deferred tax benefit of $3.3 million and $126.2 million, respectively.
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): Year Ended December 31, 2025 2024 2023 Net income (loss) attributable to Par Pacific stockholders $ 369,391 $ (33,322) $ 728,642 Inventory valuation adjustment (27,200) (490) 102,710 Environmental obligation mark-to-market adjustments (14,360) (19,136) (189,783) Unrealized loss (gain) on derivatives (26,309) 42,485 (49,690) Acquisition and integration costs 4,335 100 17,482 Par West redevelopment and other costs 14,793 12,548 11,397 Debt extinguishment and commitment costs 1,147 1,688 19,182 Changes in valuation allowance and other deferred tax items (1) 100,422 (3,315) (126,219) Severance costs and other non-operating expense (2) 1,498 14,802 1,785 Equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions (23,308) 1,781 (14,279) Par's portion of accounting policy differences from refining and logistics investments (2,523) 3,856 — Other operating loss (gain), net (7,220) 222 (59) Noncontrolling interest impact of non-GAAP adjustments (573) — — Adjusted Net Income attributable to Par Pacific stockholders (3) (4) 390,093 21,219 501,168 Adjusted Net Loss attributable to noncontrolling interests (1,730) — — Depreciation, depletion, and amortization 144,325 131,590 119,830 Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 82,028 83,589 71,629 Laramie Energy, LLC cash distributions to Par — (1,485) (10,706) Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 8,439 6,144 3,443 Income tax expense (benefit) 10,361 (2,381) 10,883 Adjusted EBITDA (3) $ 633,516 $ 238,676 $ 696,247 ________________________________________________________ (1) For the year ended December 31, 2025, we recognized a non-cash deferred tax expense of $100.4 million.
(2) For the year ended December 31, 2024, we incurred $13.1 million of stock-based compensation expenses associated with accelerated vesting of equity awards and modification of vested equity awards related to our CEO transition and $0.8 million f or a legal settlement unrelated to current operating activities.
(2) For the years ended December 31, 2025 and 2024, we incurred $0.8 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively. For the year ended December 31, 2024, we incurred $0.8 million for a legal settlement unrelated to current operating activities.
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): Year Ended December 31, 2024 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Net income (loss) $ (33,322) $ (12,861) $ 12,861 $ (33,322) Inventory valuation adjustment — (490) — (490) Environmental obligation mark-to-market adjustments — (19,136) — (19,136) Unrealized loss on derivatives — 42,485 — 42,485 Par West redevelopment and other costs — 12,548 — 12,548 Acquisition and integration costs — 100 — 100 Debt extinguishment and commitment costs — 1,688 — 1,688 Severance costs and other non-operating expense (2) 7,354 7,448 — 14,802 Equity losses from Laramie Energy, LLC, excluding cash distributions — — 1,781 1,781 Par's portion of accounting policy differences from refining and logistics investments 3,856 3,856 Loss (gain) on sale of assets, net 100 122 — 222 Depreciation and amortization 1,636 129,766 188 131,590 Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 40 83,902 (353) 83,589 Laramie Energy, LLC cash distributions to Par — — (1,485) (1,485) Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments — — 6,144 6,144 Equity losses (income) from subsidiaries (1,975) — 1,975 — Income tax expense (benefit) — (2,659) (3,037) (5,696) Adjusted EBITDA (1) $ (26,167) $ 242,913 $ 21,930 $ 238,676 54 Year Ended December 31, 2023 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Net income (loss) $ 728,642 $ 454,102 $ (454,102) $ 728,642 Inventory valuation adjustment — 102,710 — 102,710 Environmental obligation mark-to-market adjustments — (189,783) — (189,783) Unrealized gain on derivatives — (49,690) — (49,690) Par West redevelopment and other costs — 11,397 — 11,397 Acquisition and integration costs — 17,482 — 17,482 Debt extinguishment and commitment costs — 19,182 — 19,182 Severance costs and other non-operating expense 492 1,293 — 1,785 Equity earnings from Laramie Energy, LLC, excluding cash distributions — — (14,279) (14,279) Loss (gain) on sale of assets, net 30 (89) — (59) Depreciation and amortization 1,618 118,024 188 119,830 Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 24 71,968 (363) 71,629 Laramie Energy, LLC cash distributions to Par — — (10,706) (10,706) Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments — — 3,443 3,443 Equity losses (income) from subsidiaries (759,528) — 759,528 — Income tax expense (benefit) — 153,017 (268,353) (115,336) Adjusted EBITDA (1) $ (28,722) $ 709,613 $ 15,356 $ 696,247 Year Ended December 31, 2022 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Net income (loss) $ 364,189 $ 289,575 $ (289,575) $ 364,189 Inventory valuation adjustment — (15,712) — (15,712) Environmental obligation mark-to-market adjustments — 105,760 — 105,760 Unrealized loss on derivatives — 9,336 — 9,336 Acquisition and integration costs 3,396 267 — 3,663 Debt extinguishment and commitment costs — 5,329 — 5,329 Severance costs and other non-operating expense 351 1,921 — 2,272 Loss (gain) on sale of assets, net 27 (196) — (169) Depreciation and amortization 2,131 97,448 190 99,769 Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 1 68,655 (368) 68,288 Equity losses (income) from subsidiaries (388,008) — 388,008 — Income tax expense (benefit) 362 96,995 (96,647) 710 Adjusted EBITDA (1) $ (17,551) $ 659,378 $ 1,608 $ 643,435 ________________________________________________________ (1) Please read the Non-GAAP Performance Measures and Adjusted Net Income (Loss) and Adjusted EBITDA discussions above for information regarding the components of Adjusted Net Income (Loss) and Adjusted EBITDA.
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): Year Ended December 31, 2025 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Net income (loss) $ 369,391 $ 358,774 $ (361,077) $ 367,088 Inventory valuation adjustment — (28,768) 1,568 (27,200) Environmental obligation mark-to-market adjustments — (14,360) — (14,360) Unrealized loss (gain) on derivatives — (26,309) — (26,309) Par West redevelopment and other costs — 14,793 — 14,793 Acquisition and integration costs 4,335 — — 4,335 Debt extinguishment and commitment costs — 1,147 — 1,147 Severance costs and other non-operating expense (2) 247 1,251 — 1,498 Equity losses from Laramie Energy, LLC, excluding cash distributions — — (23,308) (23,308) Par's portion of accounting policy differences from refining and logistics investments (2,523) (2,523) Other operating loss (gain), net 9 (7,229) — (7,220) Depreciation and amortization 2,120 141,727 478 144,325 Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 91 81,953 (16) 82,028 Laramie Energy, LLC cash distributions to Par — — — — Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments — — 8,439 8,439 Equity losses (income) from subsidiaries (404,793) — 404,793 — Income tax expense (benefit) — 110,918 (135) 110,783 Adjusted EBITDA (1) $ (28,600) $ 633,897 $ 28,219 $ 633,516 59 Year Ended December 31, 2024 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Net income (loss) $ (33,322) $ (12,861) $ 12,861 $ (33,322) Inventory valuation adjustment — (490) — (490) Environmental obligation mark-to-market adjustments — (19,136) — (19,136) Unrealized loss on derivatives — 42,485 — 42,485 Par West redevelopment and other costs — 12,548 — 12,548 Acquisition and integration costs — 100 — 100 Debt extinguishment and commitment costs — 1,688 — 1,688 Severance costs and other non-operating expense (2) 7,354 7,448 — 14,802 Equity earnings from Laramie Energy, LLC, excluding cash distributions — — 1,781 1,781 Par's portion of accounting policy differences from refining and logistics investments — — 3,856 3,856 Other operating loss (gain), net 100 122 — 222 Depreciation and amortization 1,636 129,766 188 131,590 Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 40 83,902 (353) 83,589 Laramie Energy, LLC cash distributions to Par — — (1,485) (1,485) Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments — — 6,144 6,144 Equity losses (income) from subsidiaries (1,975) — 1,975 — Income tax expense (benefit) — (2,659) (3,037) (5,696) Adjusted EBITDA (1) $ (26,167) $ 242,913 $ 21,930 $ 238,676 60 Year Ended December 31, 2023 Parent Guarantor Par Borrower and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries Net income (loss) $ 728,642 $ 454,102 $ (454,102) $ 728,642 Inventory valuation adjustment — 102,710 — 102,710 Environmental obligation mark-to-market adjustments — (189,783) — (189,783) Unrealized gain on derivatives — (49,690) — (49,690) Par West redevelopment and other costs — 11,397 — 11,397 Acquisition and integration costs — 17,482 — 17,482 Debt extinguishment and commitment costs — 19,182 — 19,182 Severance costs and other non-operating expense 492 1,293 — 1,785 Other operating loss (gain), net 30 (89) — (59) Equity earnings from Laramie Energy, LLC, excluding cash distributions — — (14,279) (14,279) Depreciation and amortization 1,618 118,024 188 119,830 Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 24 71,968 (363) 71,629 Laramie Energy, LLC cash distributions to Par — — (10,706) (10,706) Par’s portion of interest, taxes, depreciation and amortization expense from refining and logistics investments — — 3,443 3,443 Equity losses (income) from subsidiaries (759,528) — 759,528 — Income tax expense (benefit) — 153,017 (268,353) (115,336) Noncontrolling interest impact of non-GAAP adjustments Adjusted EBITDA (1) $ (28,722) $ 709,613 $ 15,356 $ 696,247 ________________________________________________________ (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.
While inflation has improved relative to prior years, we do not believe that inflation has had a material effect on our business, financial condition or results of operations in 2024.
The overall energy index increased to 7.7% year over year as of December 2025. While inflation has improved relative to prior years, we do not believe that inflation has had a material effect on our business, financial condition or results of operations in 2025.
The following table presents a reconciliation of Adjusted EBITDA by segment to the most direct comparable GAAP financial measure, Operating income (loss) by segment, on a historical basis, for our operating segments, for the periods indicated (in thousands): Year ended December 31, 2024 Refining Logistics Retail Corporate and Other Operating income (loss) by segment $ 17,412 $ 89,351 $ 64,800 $ (123,935) Depreciation and amortization 91,108 27,033 11,037 2,412 Inventory valuation adjustment (490) — — — Environmental obligation mark-to-market adjustments (19,136) — — — Unrealized loss on commodity derivatives 43,281 — — — Acquisition and integration costs — — — 100 Severance costs and other non-operating expenses 642 — 154 14,006 Par West redevelopment and other costs — — — 12,548 Par's portion of accounting policy differences from refining and logistics investments 3,856 — — — Loss (gain) on sale of assets, net 8 124 (10) 100 Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments 2,493 3,651 — — Other loss, net — — — (1,869) Adjusted EBITDA (1) $ 139,174 $ 120,159 $ 75,981 $ (96,638) 41 Year ended December 31, 2023 Refining Logistics Retail Corporate and Other Operating income (loss) by segment $ 676,161 $ 69,744 $ 56,603 $ (122,502) Depreciation and amortization 81,017 25,122 11,462 2,229 Inventory valuation adjustment 102,710 — — — Environmental obligation mark-to-market adjustments (189,783) — — — Unrealized gain on commodity derivatives (50,511) — — — Acquisition and integration costs — — — 17,482 Severance costs and other non-operating expenses 100 — 580 1,105 Par West redevelopment and other costs — — — 11,397 Loss (gain) on sale of assets, net 219 — (308) 30 Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments 1,586 1,857 — — Other loss, net — — — (53) Adjusted EBITDA (1) (2) $ 621,499 $ 96,723 $ 68,337 $ (90,312) Year ended December 31, 2022 Refining Logistics Retail Corporate and Other Operating income (loss) by segment $ 401,901 $ 54,049 $ 49,238 $ (67,285) Depreciation and amortization 65,472 20,579 10,971 2,747 Inventory valuation adjustment (15,712) — — — Environmental obligation mark-to-market adjustments 105,760 — — — Unrealized loss on commodity derivatives 9,336 — — — Acquisition and integration costs — — — 3,663 Severance costs and other non-operating expenses 40 13 22 2,197 Loss (gain) on sale of assets, net 1 (253) 56 27 Other income, net — — — 613 Adjusted EBITDA (1) (2) $ 566,798 $ 74,388 $ 60,287 $ (58,038) ________________________________________________________ (1) For the years ended December 31, 2024, 2023, and 2022, 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.
The following table presents a reconciliation of Adjusted EBITDA by segment to the most directly comparable GAAP financial measure, Operating income (loss) by segment, on a historical basis, for our operating segments, for the periods indicated (in thousands): 45 Year ended December 31, 2025 Refining Logistics Retail Corporate and Other Operating income (loss) by segment $ 487,032 $ 97,558 $ 74,706 (120,538) Depreciation, depletion and amortization 104,385 26,040 10,791 3,109 Inventory valuation adjustment (27,200) — — — Environmental obligation mark-to-market adjustments (14,360) — — — Unrealized gain on derivatives (26,664) — — — Acquisition and integration costs — — — 4,335 Par West redevelopment and other costs — — — 14,793 Severance costs and other non-operating expense 259 206 44 989 Par's portion of accounting policy differences from refining and logistics investments (2,523) — — — Other operating loss (gain), net (6,165) (1,419) 355 9 Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 4,485 3,954 — — Other loss, net — — — (665) Adjusted EBITDA (1) $ 519,249 $ 126,339 $ 85,896 $ (97,968) Year ended December 31, 2024 Refining Logistics Retail Corporate and Other Operating income (loss) by segment $ 17,412 $ 89,351 $ 64,800 $ (123,935) Depreciation, depletion and amortization 91,108 27,033 11,037 2,412 Inventory valuation adjustment (490) — — — Environmental obligation mark-to-market adjustments (19,136) — — — Unrealized loss on derivatives 43,281 — — — Acquisition and integration costs — — — 100 Par West redevelopment and other costs — — — 12,548 Severance costs and other non-operating expense 642 — 154 14,006 Par's portion of accounting policy differences from refining and logistics investments 3,856 — — — Other operating loss (gain), net 8 124 (10) 100 Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,493 3,651 — — Other loss, net — — — (1,869) Adjusted EBITDA (1) $ 139,174 $ 120,159 $ 75,981 $ (96,638) 46 Year ended December 31, 2023 Refining Logistics Retail Corporate and Other Operating income (loss) by segment $ 676,161 $ 69,744 $ 56,603 $ (122,502) Depreciation, depletion and amortization 81,017 25,122 11,462 2,229 Inventory valuation adjustment 102,710 — — — Environmental obligation mark-to-market adjustments (189,783) — — — Unrealized gain on derivatives (50,511) — — — Acquisition and integration costs — — — 17,482 Par West redevelopment and other costs — — — 11,397 Severance costs and other non-operating expense 100 — 580 1,105 Other operating loss (gain), net 219 — (308) 30 Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,586 1,857 — — Other loss, net — — — (53) Adjusted EBITDA (1) (2) $ 621,499 $ 96,723 $ 68,337 $ (90,312) ________________________________________________________ (1) For the years ended December 31, 2025, 2024, and 2023, 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.
Cash flows for the year ended December 31, 2022 Net cash provided by operating activities for the year ended December 31, 2022, was primarily driven by Net income of approximately $364.2 million, non-cash charges to operations of approximately $127.6 million, and net cash used for changes in operating assets and liabilities of approximately $39.2 million.
Cash flows for the year ended December 31, 2024 Net cash provided by operating activities for the year ended December 31, 2024, was driven primarily by non-cash charges to operations of approximately $208.6 million, net cash used for changes in operating assets and liabilities of approximately $91.5 million, and a net loss of $33.3 million.
Finance lease liabilities primarily include obligations associated with the lease of retail facilities and vehicles. Please read Note 17—Leases to our consolidated financial statements under Item 8 of this Form 10-K for further discussion. Purchase Commitments.
Please read “Note 18—Leases” to our consolidated financial statements under Item 8 of this Form 10-K for further discussion, including our related short- and long-term cash requirements. Finance Lease Liabilities. Finance lease liabilities primarily include obligations associated with the lease of retail facilities and vehicles.
The following tables present a reconciliation of Adjusted Gross Margin to the most directly comparable GAAP financial measure, Operating income (loss), on a historical basis, for selected segments, for the periods indicated (in thousands): Year ended December 31, 2024 Refining Logistics Retail Operating income $ 17,412 $ 89,351 $ 64,800 Operating expense (excluding depreciation) 479,737 15,676 88,869 Depreciation and amortization 91,108 27,033 11,037 Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,493 3,651 — Inventory valuation adjustment (490) — — Environmental obligation mark-to-market adjustments (19,136) — — Unrealized loss on derivatives 43,281 — — Par's portion of accounting policy differences from refining and logistics investments 3,856 — — Loss (gain) on sale of assets, net 8 124 (10) Adjusted Gross Margin (1) $ 618,269 $ 135,835 $ 164,696 38 Year ended December 31, 2023 Refining Logistics Retail Operating income $ 676,161 $ 69,744 $ 56,603 Operating expense (excluding depreciation) 373,612 24,450 87,525 Depreciation and amortization 81,017 25,122 11,462 Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,586 1,857 — Inventory valuation adjustment 102,710 — — Environmental obligation mark-to-market adjustments (189,783) — — Unrealized gain on derivatives (50,511) — — Loss (gain) on sale of assets, net 219 — (308) Adjusted Gross Margin (1) (2) $ 995,011 $ 121,173 $ 155,282 Year ended December 31, 2022 Refining Logistics Retail Operating income $ 401,901 $ 54,049 $ 49,238 Operating expense (excluding depreciation) 236,989 14,988 81,229 Depreciation and amortization 65,472 20,579 10,971 Inventory valuation adjustment (15,712) — — Environmental obligation mark-to-market adjustments 105,760 — — Unrealized loss on derivatives 9,336 — — Par West redevelopment and other costs 9,003 — — Loss (gain) on sale of assets, net 1 (253) 56 Adjusted Gross Margin (1) (2) $ 812,750 $ 89,363 $ 141,494 ________________________________________ (1) For the years ended December 31, 2024, 2023, and 2022, there was no impairment expense.
The following tables present a reconciliation of Adjusted Gross Margin to the most directly comparable GAAP financial measure, Operating income (loss), on a historical basis, for selected segments, for the periods indicated (in thousands): Year ended December 31, 2025 Refining Logistics Retail Operating Income $ 487,032 $ 97,558 $ 74,706 Operating expense (excluding depreciation) 481,597 21,478 84,590 Depreciation, depletion, and amortization 104,385 26,040 10,791 Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 4,485 3,954 — Inventory valuation adjustment (27,200) — — Environmental obligation mark-to-market adjustments (14,360) — — Unrealized gain on derivatives (26,664) — — Par's portion of accounting policy differences from refining and logistics investments (2,523) — — Other operating loss (gain), net (6,165) (1,419) 355 Adjusted Gross Margin (1) $ 1,000,587 $ 147,611 $ 170,442 42 Year ended December 31, 2024 Refining Logistics Retail Operating Income $ 17,412 $ 89,351 $ 64,800 Operating expense (excluding depreciation) 479,737 15,676 88,869 Depreciation, depletion, and amortization 91,108 27,033 11,037 Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,493 3,651 — Inventory valuation adjustment (490) — — Environmental obligation mark-to-market adjustments (19,136) — — Unrealized loss on derivatives 43,281 — — Par's portion of accounting policy differences from refining and logistics investments 3,856 — — Other operating loss (gain), net 8 124 (10) Adjusted Gross Margin (1) $ 618,269 $ 135,835 $ 164,696 Year ended December 31, 2023 Refining Logistics Retail Operating Income $ 676,161 $ 69,744 $ 56,603 Operating expense (excluding depreciation) 373,612 24,450 87,525 Depreciation, depletion, and amortization 81,017 25,122 11,462 Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,586 1,857 — Inventory valuation adjustment 102,710 — — Environmental obligation mark-to-market adjustments (189,783) — — Unrealized gain on derivatives (50,511) — — Other operating loss (gain), net 219 — (308) Adjusted Gross Margin (1) (2) $ 995,011 $ 121,173 $ 155,282 ________________________________________ (1) For the years ended December 31, 2025, 2024, and 2023, there was no impairment expense.

… 164 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

13 edited+4 added−1 removed4 unchanged
Biggest changeTo the degree we are unable to blend the required amount of biofuels to satisfy our RVO, we must purchase RINs on the open market. To mitigate the impact of this risk on our results of operations and cash flows, we may purchase RINs when the price of these instruments is deemed favorable.
Biggest changeTo mitigate the impact of this risk on our results of operations and cash flows, we may purchase RINs when the price of these instruments is deemed favorable. Some of these contracts are derivative instruments, however, we elect the normal purchases normal sales exception and do not record these contracts at their fair values.
Our predominant variable operating cost is the cost of fuel consumed in the refining process, which is included in Cost of revenues (excluding depreciation) on our consolidated statements of operations. For the year ended December 31, 2024, we consumed approximately 187 Mbpd of crude oil during the refining process across all our refineries.
Our predominant variable operating cost is the cost of fuel consumed in the refining process, which is included in Cost of revenues (excluding depreciation) on our consolidated statements of operations. For the year ended December 31, 2025, we consumed approximately 188 Mbpd of crude oil during the refining process across all our refineries.
An increase of 1% in the variable rate on our indebtedness, after considering the instruments subject to minimum interest rates, would result in an increase to our Cost of revenues (excluding depreciation) and Interest expense and financing costs, net of approximately $1.7 million and $11.2 million per year, respectively.
An increase of 1% in the variable rate on our indebtedness, after considering the instruments subject to minimum interest rates, would result in an increase to our Cost of revenues (excluding depreciation) and Interest expense and financing costs, net of approximately $1.8 million and $8.1 million per year, respectively.
To mitigate the impact of this risk on our results of operations and cash flows, we may purchase credits when we deem the price to be favorable. Some of these contracts may be derivative instruments and recorded at their fair value. Please read Note 15—Derivatives to our consolidated financial statements under Item 8 of this Form 10-K for more information.
To mitigate the impact of this risk on our results of operations and cash flows, we may purchase credits when we deem the price to be favorable. Some of these contracts may be derivative instruments and recorded at their fair value. Please read “Note 16—Derivatives” to our consolidated financial statements under Item 8 of this Form 10-K for more information.
Based on our net open futures positions at December 31, 2024, a $1 change in the price of crude oil, assuming all other factors remain constant, would result in a $6.6 million change to the fair value of our derivative instruments and Cost of revenues (excluding depreciation).
Based on our net open futures positions at December 31, 2025, a $1 change in the price of crude oil, assuming all other factors remain constant, would result in a $5.9 million change to the fair value of our derivative instruments and Cost of revenues (excluding depreciation).
We internally consumed approximately 4% of this throughput in the refining process, which is accounted for as a fuel cost. We have executed option collars to economically hedge our internally consumed fuel cost at all our refineries. Please read Note 15—Derivatives to our consolidated financial statements under Item 8 of this Form 10-K for more information.
We internally consumed approximately 4% of this throughput in the refining process, which is accounted for as a fuel cost. We have executed option collars to economically hedge our internally consumed fuel cost at all our refineries. Please read “Note 16—Derivatives” to our consolidated financial statements under Item 8 of this Form 10-K for more information.
The number of credits required to comply with the Washington Climate Commitment Act and Clean Fuel Standard is based on the amount of greenhouse gas emissions in the transportation fuels we sell in Washington compared to certain regulatory limits.
The number of credits required to comply with the Washington CCA and Clean Fuel Standard is based on the amount of greenhouse gas emissions in the transportation fuels we sell in Washington compared to certain regulatory limits.
Assuming all other factors remain constant, a $1 per barrel change in average gross refining margins, based on our throughput of 187 Mbpd for the full year of 2024, would change annualized Operating income by approximately $67.2 million. This analysis may differ from actual results.
Assuming all other factors remain constant, a $1 per barrel change in average gross refining margins, based on our throughput of 188 Mbpd for the full year of 2025, would change annualized Operating income by approximately $67.6 million. This analysis may differ from actual results.
Substantially all of our futures and OTC swaps are executed to economically hedge our physical commodity purchases, sales, and inventory. Our open futures and OTC swaps will expire in December 2025.
Substantially all of our futures and OTC swaps are executed to economically hedge our physical commodity purchases, sales, and inventory. Our open futures and OTC swaps will expire in March 2027.
Interest Rate Risk As of December 31, 2024, we had $1.1 billion of indebtedness that was subject to floating interest rates. We also had interest rate exposure in connection with our liabilities under the Inventory Intermediation Agreement for which we pay charges based on the three-month Secured Overnight Financing Rate (“SOFR”).
Interest Rate Risk As of December 31, 2025, we had $808.6 million of indebtedness that was subject to floating interest rates. We also had interest rate exposure in connection with our liabilities under the Inventory Intermediation Agreement and Renewables Intermediation Agreement for which we pay charges based on the three-month Secured Overnight Financing Rate (“SOFR”).
Compliance Program Price Risk We are exposed to market risks related to the volatility in the price of RINs required to comply with the Renewable Fuel Standard. Our RVO is based on a percentage of our Hawaii, Wyoming, Washington, and Montana refineries’ production of on-road transportation fuel. The EPA sets the RVO percentages annually.
Compliance Program Price Risk We are exposed to market risks related to the volatility in the price of Renewable Identification Numbers (“RINs”) required to comply with the Renewable Fuel Standard (“the RFS”). Our RVO is based on a percentage of our Hawaii, Wyoming, Washington, and Montana refineries’ production of on-road transportation fuel. The U.S.
We may utilize interest rate swaps to manage our interest rate risk. As of December 31, 2024, we had entered into an interest rate collar at a cap of 5.50% and floor of 2.30%, based on the three month SOFR as of the fixing date. This swap expires on May 31, 2026. Please read Note 15—Derivatives for more information.
We may utilize interest rate swaps to manage our interest rate risk. As of December 31, 2025, we had entered into multiple interest rate collars at a maximum cap of 5.50% and minimum floor of 2.30%, based on the three-month SOFR as of the fixing date. These swaps expires by May 31, 2029. Please read “Note 16—Derivatives” for more information.
Some of these contracts are derivative instruments, however, we elect the normal purchases normal sales exception and do not record these contracts at their fair values. Additionally, we are exposed to market risks related to the volatility in the price of compliance credits required to comply with the Washington Climate Commitment Act and Clean Fuel Standard.
Additionally, we are exposed to market risks related to the volatility in the price of compliance credits required to comply with the Washington Climate Commitment Act (“Washington CCA”) and Clean Fuel Standard.
Removed
On June 3, 2022, the EPA finalized the 2021 and 2022 RVOs, reduced the existing 2020 RVO, denied 69 small refinery exemption petitions including ours, and proposed that 63 certain small refineries be permitted to use an alternative RIN retirement schedule for their 2019-2020 compliance obligations. On June 21, 2023, the EPA finalized the 2023, 2024, and 2025 RVOs.
Added
Environmental Protection Agency (“EPA”) sets the RVO percentages annually. On June 21, 2023, the EPA finalized the 2023, 2024, and 2025 RVOs. To 69 the degree we are unable to blend the required amount of biofuels to satisfy our RVO, we must purchase RINs on the open market.
Added
On August 22, 2025, the EPA announced decisions on various exemption petitions for the 2016 – 2024 compliance years and granted full and partial relief to certain refineries owned by Par Pacific.
Added
As a result of our historical compliance with the RFS program, we received previously retired RINs related to the 2019 through 2023 compliance years from the EPA and relieved a portion of our 2024 RVO, recording a corresponding gain of $199.5 million in Net Income on our consolidated statements of operations for the year ended December 31, 2025.
Added
As of December 31, 2025, 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 year ended December 31, 2025, reflects 100% of the RFS obligation for the period with no assumption of small refinery exemption relief.

Other PARR 10-K year-over-year comparisons