PARR

EX-99.1

2 a20260331991earningsreleas.htm

EX-99.1

Document

NEWS RELEASE

PAR PACIFIC HOLDINGS REPORTS FIRST QUARTER 2026 RESULTS

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

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

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

•Adjusted EBITDA of $91.5 million

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

•Record quarterly Hawaii refining throughput of 89.8 Mbpd

•Hawaii renewable fuels facility began commercial operations in April

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

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

Refining

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

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

Hawaii

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

1

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

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

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

Montana

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

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

Washington

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

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

Wyoming

The Wyoming Index averaged $19.30 per barrel in the first quarter of 2026, compared to $20.31 per barrel in the first quarter of 2025. The Wyoming refinery’s throughput was 15 Mbpd in the first quarter of 2026, com

parr-202602240000821483false00008214832025-11-042025-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2026

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Common stock, $0.01 par value

PARR

NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On February 24, 2026, Par Pacific Holdings, Inc. (the "Company") issued a news release reporting results for the fourth quarter and full year ended December 31, 2025. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated February 24, 2026.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: February 24, 2026/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary

3

parr-202511040000821483false00008214832025-11-042025-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2025

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On November 4, 2025, Par Pacific Holdings, Inc. (the "Company") issued a news release reporting results for the third quarter ended September 30, 2025. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated November 4, 2025.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: November 4, 2025/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary

3

parr-202508050000821483false00008214832025-08-052025-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On August 5, 2025, Par Pacific Holdings, Inc. (the "Company") issued a news release reporting results for the second quarter ended June 30, 2025. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated August 5, 2025.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: August 5, 2025/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary

3

parr-202505060000821483false00008214832024-11-042024-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On May 6, 2025, Par Pacific Holdings, Inc. (the "Company") issued a news release reporting results for the first quarter ended March 31, 2025. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated May 6, 2025.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: May 6, 2025/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary

3

parr-202502250000821483false00008214832024-11-042024-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On February 25, 2025, Par Pacific Holdings, Inc. (the "Company") issued a news release reporting results for the fourth quarter and full year ended December 31, 2024. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated February 25, 2025.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: February 25, 2025/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary

3

parr-202411040000821483false00008214832024-11-042024-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On November 4, 2024, Par Pacific Holdings, Inc. (the "Company") issued a news release reporting results for the third quarter ended September 30, 2024. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated November 4, 2024.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: November 4, 2024/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary

3

parr-202408060000821483false00008214832024-08-062024-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On August 6, 2024, Par Pacific Holdings, Inc. (the "Company") issued a news release reporting results for the second quarter ended June 30, 2024. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated August 6, 2024.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: August 6, 2024/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary

3

parr-202405060000821483false00008214832024-05-062024-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On May 6, 2024, Par Pacific Holdings, Inc. (the "Company") issued a news release reporting results for the first quarter ended March 31, 2024. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 8.01    Other Events On April 30, 2024, the Company's Board of Directors terminated the Company’s prior share repurchase plan and, effective May 6, 2024, authorized and approved a new share repurchase plan for up to $250 million of the currently outstanding shares of the Company's common stock. Under the share repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases or otherwise in accordance with applicable federal securities and Delaware laws. The share repurchase program does not have a specified end date and may be limited or terminated at any time without prior notice.

The Company cannot predict when or if it will repurchase any shares of the Company’s common stock as such share repurchases will depend on several factors, including market conditions, legal requirements, and other business considerations. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and Form 10-K filed with the SEC as required by the applicable rules of the Exchange Act.

This report contains forward-looking statements, as defined under the Exchange Act, including statements regarding potential repurchases by the Company of its common stock. By their nature, forward-looking statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s common stock; adverse developments affecting either or both of prices and trading of the Company’s securities listed on the New York Stock Exchange; and unexpected or unplanned developments with respect to the Company’s liquidity. The Company does not undertake to update any forward-looking statements, including those contained in this report. For further information regarding risks and uncertainties associated with the Company, please refer to the “Risk Factors” section of the Company’s SEC filings, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Item 9.01    Financial Statements and Exhibits

(d

parr-202402270000821483false00008214832024-02-272024-02-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On February 27, 2024, Par Pacific Holdings, Inc. issued a news release reporting results for the fourth quarter and full year ended December 31, 2023. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated February 27, 2024.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: February 27, 2024/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary

3

parr-202311060000821483false00008214832023-11-062023-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On November 6, 2023, Par Pacific Holdings, Inc. issued a news release reporting results for the third quarter ended September 30, 2023. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated November 6, 2023.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: November 6, 2023/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary

3

parr-202308070000821483false00008214832023-08-072023-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On August 7, 2023, Par Pacific Holdings, Inc. issued a news release reporting results for the second quarter ended June 30, 2023. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated August 7, 2023.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: August 7, 2023/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary

3

parr-202305030000821483false00008214832023-05-032023-05-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On May 3, 2023, Par Pacific Holdings, Inc. issued a news release reporting results for the first quarter ended March 31, 2023. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated May 3, 2023.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: May 3, 2023/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary

3

parr-202302220000821483false00008214832023-02-222023-02-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On 44979, Par Pacific Holdings, Inc. issued a news release reporting results for the fourth quarter and full year ended December 31, 2022. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated February 22, 2023.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: 44979/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary

3

8-K

false 0000821483 0000821483 2023-02-03 2023-02-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2023

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware

1-36550

84-1060803

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston, Texas

77024

(Address of principal executive offices)

(Zip Code) (281) 899-4800 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

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

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition

On February 3, 2023, Par Pacific Holdings, Inc. (the “Company”) issued a news release announcing certain preliminary financial and operational information as of and for the three months ended December 31, 2022. The Company’s financial closing process with respect to the estimated financial and operational information provided in the news release are not yet complete. As a result, the Company’s final results may vary materially from the preliminary results included in the news release. The Company undertakes no obligation to update or supplement the information provided in the news release until it releases its financial statements for the three months and year ended December 31, 2022. The preliminary financial information included in the news release reflects the Company’s current estimates based on information available as of the date of this Current Report on Form 8-K and has been prepared by the Company’s management. The Company’s independent registered public accounting firm has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial and operational information included in the news release. Accordingly, the Company’s independent registered public accounting firm does not express an opinion or any other form of assurance with respect thereto. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d)    Exhibits

Exhibit Number

Description

99.1

News Release dated February 3, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 3, 2023

PAR PACIFIC HOLDINGS, INC.

By:

/s/ Jeffrey R. Hollis

Jeffrey R. Hollis

Senior Vice President, General Counsel, and Secretary

3

parr-202211010000821483false00008214832022-11-012022-11-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2022

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On November 1, 2022, Par Pacific Holdings, Inc. issued a news release reporting results for the third quarter ended September 30, 2022. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated November 1, 2022.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: November 1, 2022/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Vice President, General Counsel, and Secretary

3

parr-202208080000821483false00008214832022-05-042022-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2022

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On August 8, 2022, Par Pacific Holdings, Inc. issued a news release reporting results for the second quarter ended June 30, 2022. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated August 8, 2022.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: August 8, 2022/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Vice President, General Counsel, and Secretary

3

parr-202205040000821483false00008214832022-05-042022-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On May 4, 2022, Par Pacific Holdings, Inc. issued a news release reporting results for the first quarter ended March 31, 2022. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated May 4, 2022.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: May 4, 2022/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Vice President, General Counsel, and Secretary

3

parr-202202230000821483false00008214832022-02-232022-02-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2022

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On February 23, 2022, Par Pacific Holdings, Inc. issued a news release reporting results for the fourth quarter and full year ended December 31, 2021. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated February 23, 2022.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: February 23, 2022/s/ Jeffrey R. Hollis

Jeffrey R. Hollis Vice President, General Counsel, and Secretary

3

parr-202111030000821483false00008214832021-11-032021-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021

Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware1-3655084-1060803 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500 Houston,Texas77024 (Address of principal executive offices)(Zip Code)

(281) 899-4800 (Registrant’s telephone number, including area code)

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

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

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

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

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

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

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

Title of Class Trading Symbol(s) Name of each exchange of which registered

Common stock, $0.01 par value

PARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02.    Results of Operations and Financial Condition.

On November 3, 2021, Par Pacific Holdings, Inc. issued a news release reporting results for the third quarter of 2021. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01    Financial Statements and Exhibits

(d)Exhibits

99.1News Release dated November 3, 2021.

2

SIGNATURES

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

Par Pacific Holdings, Inc.

Dated: November 3, 2021/s/ James Matthew Vaughn

James Matthew Vaughn Chief Administrative Officer and General Counsel

3