PARR / Par Pacific Holdings, Inc. - SEC申報文件，年度報告，委任書

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 PAR PACIFIC HOLDINGS, INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.01 per share Other 3,849,557 $ 58.005 $ 223,293,553.78 0.0001381 $ 30,836.84 To

As filed with the Securities and Exchange Commission on May 28, 2026.

As filed with the Securities and Exchange Commission on May 28, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PAR PACIFIC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 84-1060803 (I.R.S

AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT by and among PAR PACIFIC HOLDINGS, INC., as Holdings, PAR PETROLEUM, LLC, PAR HAWAII, LLC, HERMES CONSOLIDATED, LLC, WYOMING PIPELINE COMPANY LLC, PAR MONTANA, LLC, PAR ROCKY MOUNTAIN MIDSTR

EX-10.1 Exhibit 10.1 Execution Version AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT by and among PAR PACIFIC HOLDINGS, INC., as Holdings, PAR PETROLEUM, LLC, PAR HAWAII, LLC, HERMES CONSOLIDATED, LLC, WYOMING PIPELINE COMPANY LLC, PAR MONTANA, LLC, PAR ROCKY MOUNTAIN MIDSTREAM, LLC U.S. OIL & REFINING CO. and PAR HAWAII REFINING, LLC as Borrowers, WELLS FARGO BANK, NATIONAL ASSOCIAT

Par Pacific Announces Closing of Private Placement of $500 Million of Senior Notes and Increase and Extension of ABL

EX-99.1 Exhibit 99.1 Par Pacific Announces Closing of Private Placement of $500 Million of Senior Notes and Increase and Extension of ABL HOUSTON, May 14, 2026 – Par Pacific Holdings, Inc. (NYSE and NYSE Texas: PARR) (“Par Pacific” or the “Company”) announced today that Par Petroleum, LLC, a wholly owned subsidiary of Par Pacific (“Par Petroleum”), closed its private placement (the “Offering”) pur

INDENTURE Dated as of May 14, 2026 PAR PETROLEUM, LLC, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar, Transfer Agent and Authenticating Agent, 7.375% SENIOR NOTE

EX-4.1 Exhibit 4.1 Execution Version INDENTURE Dated as of May 14, 2026 Among PAR PETROLEUM, LLC, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar, Transfer Agent and Authenticating Agent, 7.375% SENIOR NOTES DUE 2034 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Def

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 14, 2026 Par Pacific Holdings

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 14, 2026 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commission F

Par Pacific Announces Private Placement of $500 Million of Senior Notes

EX-99.1 Exhibit 99.1 Par Pacific Announces Private Placement of $500 Million of Senior Notes HOUSTON, May 11, 2026 – Par Pacific Holdings, Inc. (NYSE and NYSE Texas: PARR) (“Par Pacific” or the “Company”) announced today that, subject to market conditions, Par Petroleum, LLC, a wholly owned subsidiary of Par Pacific (“Par Petroleum”), intends to offer (the “Offering”) for sale in a private placeme

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 11, 2026 Par Pacific Holdings

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 11, 2026 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commission F

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

EX-99.2 Exhibit 99.2 References to “Par,” “Par Pacific,” the “Company,” “we,” “our” or “us” in this Exhibit 99.2 (this “Exhibit”) refer to Par Pacific Holdings, Inc. and its consolidated subsidiaries taken as a whole, unless the context otherwise provides. CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS Certain statements included in this Exhibit may constitute “forward-looking” statements a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

PAR PACIFIC HOLDINGS REPORTS FIRST QUARTER 2026 RESULTS

NEWS RELEASE PAR PACIFIC HOLDINGS REPORTS FIRST QUARTER 2026 RESULTS HOUSTON, May 5, 2026 - Par Pacific Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2026 Par Pacific Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2026 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commission Fi

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): April 30, 2026 Par Pacific Holdin

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): April 30, 2026 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

ARS

2025 ANNUAL REPORT PAR PACIFIC HOLDINGS, INC.We provide energy to meet the essential needs of our customers, who depend on both renewable and conventional fuels.Dear Fellow Shareholders, 2025 marked the beginning of the next chapter in our company’s evolution. Over the past decade, we have focused on assembling, integrating, and stabilizing a network of locally advantaged energy assets into a syst

PAR PACIFIC HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT

Restricted Stock Unit Agreement PAR PACIFIC HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT is made and entered into effective as of the day of (the “Grant Date”) by and between Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”), pursuant to the Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan (the “Plan”). This Agreement and the

PAR PACIFIC HOLDINGS, INC. NONSTATUTORY STOCK OPTION AGREEMENT

Nonstatutory Stock Option Agreement PAR PACIFIC HOLDINGS, INC. NONSTATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of (the “Grant Date”) by and between Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”), pursuant to the Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan (as amended, the “Plan”). This Agreement and the award

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction Hawaii Renewables, LLC Delaware Hawaii Renewables Holdings, LLC Delaware Hermes Consolidated, LLC Delaware Par Hawaii, LLC Delaware Par Hawaii Refining, LLC Hawaii Par Hawaii Shared Services, LLC Delaware Par Pacific Hawaii Property Company, LLC Delaware Par Petroleum Finance Corp. Delaware Par Petroleum, LLC Delaware Par Piceance Energ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.

PAR PACIFIC HOLDINGS, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT

PAR PACIFIC HOLDINGS, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT is made and entered into as of /$GrantDate$/ (the “Grant Date”) by and between Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), and /$ParticipantName$/ (the “Participant”), pursuant to the Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan (the “Plan”). This Agreement and the award

Plan Document Par Pacific Holdings, Inc. (and subsidiaries) Incentive Compensation Plan

Plan Document Par Pacific Holdings, Inc. (and subsidiaries) Incentive Compensation Plan Table of Contents I. Plan Objectives II. Definitions III. Plan Cycle IV. Eligibility V. Business Unit Performance Goals VI. Determination of Individual Bonus Awards VII. Bonus Formula VIII. Plan Administration I. Objectives The management of Par Pacific Holdings, Inc. (the “Company”) has proposed an Incentive C

Vesting Date

Restricted Stock Agreement PAR PACIFIC HOLDINGS, INC. RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT is made and entered into as of /$GrantDate$/ (the “Grant Date”) by and between Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), and /$ParticipantName$/ (the “Participant”), pursuant to the Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan (the “Plan”). This Agreement and

PAR PACIFIC REPORTS FOURTH QUARTER AND 2025 RESULTS

NEWS RELEASE PAR PACIFIC REPORTS FOURTH QUARTER AND 2025 RESULTS HOUSTON, February 24, 2026 - Par Pacific Holdings, Inc.

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 Hol

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commiss

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): December 16, 2025 Par Pacific Hol

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): December 16, 2025 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commiss

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

Exhibit 10.2 AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “A&R Security Agreement”), dated as of December 16, 2025, is made by Hawaii Renewables, LLC, a Delaware limited liability company (the “Company”), in favor of Wells Fargo Bank, N.A., a national banking association (the “Secured Party”). RECITALS: WHEREAS, the Company and th

AMENDMENT NO. 3 TO TERM LOAN CREDIT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 3 TO TERM LOAN CREDIT AGREEMENT This AMENDMENT NO. 3 TO TERM LOAN CREDIT AGREEMENT, dated as of December 17, 2025 (this “Amendment”), is entered into by and among PAR PACIFIC HOLDINGS, INC., a Delaware corporation (“Holdings”), PAR PETROLEUM, LLC, a Delaware limited liability company (the “Par Borrower”), PAR PETROLEUM FINANCE CORP., a Delaware corporation (the “FinanceC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

PAR PACIFIC HOLDINGS REPORTS THIRD QUARTER 2025 RESULTS

NEWS RELEASE PAR PACIFIC HOLDINGS REPORTS THIRD QUARTER 2025 RESULTS HOUSTON, November 4, 2025 - Par Pacific Holdings, Inc.

NYSE TEXAS CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com November 4, 2025 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE Texas certifies its approval for listing and registration of the Common Stock, par value $0.01 per share, of Par Pacific

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 Hold

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8‑A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Par Pacific Holdings, Inc. (Exact Name of Regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8‑A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Par Pacific Holdings, Inc.

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): October 21, 2025 Par Pacific Hold

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): October 21, 2025 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commissi

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Hawaii Renewables, LLC A Delaware Limited Liability Company Dated as of October 21, 2025 TABLE OF CONTENTS

Exhibit 10.1 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Hawaii Renewables, LLC A Delaware Limited Liability Company Dated as of October 21, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCTION Section 1.1 Definitions 2 Section 1.2 Construction 2 ARTICLE II ORGANIZATION Section 2.1 Formation; Continuation; Amendment and Restatement 2 Section 2.2 Name 2 Section

Par Pacific Announces Closing of Hawaii Renewables Joint Venture

Exhibit 99.1 Par Pacific Announces Closing of Hawaii Renewables Joint Venture HOUSTON, October 21, 2025 – Par Pacific Holdings, Inc. (including its subsidiaries and affiliates, “Par Pacific”) today announced the successful closing of Hawaii Renewables, LLC (“Hawaii Renewables”), a joint venture to construct a renewable fuels facility (the “Renewable Fuels Facility”) and produce renewable fuels at

ISDA® International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the ISDA 2002 MASTER AGREEMENT dated as of October 2, 2025 WELLS FARGO BANK, N.A. (“Party A”) HAWAII RENEWABLES, LLC (“Party B”)

Exhibit 10.4 (Bilateral Form) (ISDA Agreements Subject to New York Law Only) ISDA® International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the ISDA 2002 MASTER AGREEMENT dated as of October 2, 2025 between WELLS FARGO BANK, N.A. (“Party A”) and HAWAII RENEWABLES, LLC (“Party B”) This Annex supplements, forms part of, and is subject to, the ISDA Master Agreemen

[Signature Page to Framework Agreement]

Exhibit 10.1 Execution Version Date: October 2, 2025 To: HAWAII RENEWABLES, LLC (the “Company”) From: WELLS FARGO BANK, N.A. (“Wells Fargo”) Re: Framework Agreement for Commodity Swap Transactions Dear Sir or Madam, Wells Fargo and the Company (each a “Party” and together the “Parties”) wish to facilitate the process of entering into swap transactions between them from time to time in respect of c

PLEDGE AND SECURITY AGREEMENT

Exhibit 10.3 Execution Version PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”), dated as of October 2, 2025, is made by Hawaii Renewables, LLC, a Delaware limited liability company (the “Company”), in favor of Wells Fargo Bank, N.A., a national banking association (the “Secured Party”). RECITALS: WHEREAS, the Company and the Secured Party are parties to

SCHEDULE to the ISDA 2002 MASTER AGREEMENT dated as of October 2, 2025 between WELLS FARGO BANK, N.A. (“Party A”) and HAWAII RENEWABLES, LLC (“Party B”)

Exhibit 10.2 SCHEDULE to the ISDA 2002 MASTER AGREEMENT dated as of October 2, 2025 between WELLS FARGO BANK, N.A. (“Party A”) and HAWAII RENEWABLES, LLC (“Party B”) Part 1. Termination Provisions (a) “Specified Entity” means, (i) with respect to Party A, none, and (ii) with respect to Party B for the purposes of Sections 5(a)(v), 5(a)(vi) and 5(a)(vii), each of the Parent and MidCo, where “Parent

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): October 2, 2025 Par Pacific Holdi

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): October 2, 2025 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commissio

144

144 0001612285 XXXXXXXX LIVE 0000821483 PAR PACIFIC HOLDINGS, INC. 001-36550 825 Town & Country Lane Suite 1500 Houston TX 77024 281-899-4800 Timothy Clossey Director Common Merrill Lynch 3455 Peachtree Road NE STE 1000 Atlanta GA 30326 2000 66730 50814687 09/15/2025 NYSE Common 01/05/2024 Vesting of a Stock Award Par Pacific Holdings, Inc. N 1119 01/05/2024 Compensatory Payment Common 04/05/2024

144

144 0001707611 XXXXXXXX LIVE 0000821483 PAR PACIFIC HOLDINGS, INC. 001-36550 825 TOWN & COUNTRY LANE SUITE 1500 HOUSTON TX 77024 (281) 899-4800 Guerra Ivan Daniel Officer Common Merrill Lynch 3455 Peachtree Road NE STE 1000 Atlanta GA 30326 5500 193107.57 50814687 09/02/2025 NYSE Common 02/21/2023 Vesting of a Stock Award PAR PACIFIC HOLDINGS, INC. N 431 02/21/2023 Compensatory Payment Common 02/2

144

144 0001860799 XXXXXXXX LIVE 0000821483 PAR PACIFIC HOLDINGS, INC. 001-36550 825 TOWN & COUNTRY LANE SUITE 1500 HOUSTON TX 77024 (281) 899-4800 Flores Shawn David Officer Common Merrill Lynch 3455 Peachtree Road NE STE 1000 Atlanta GA 30326 8062 278118.41 50814687 09/02/2025 NYSE Common 02/16/2024 Vesting of a Stock Award PAR PACIFIC HOLDINGS, INC. N 1979 02/16/2024 Compensatory Payment Common 02/

144

144 0001916507 XXXXXXXX LIVE 0000821483 PAR PACIFIC HOLDINGS, INC. 001-36550 825 TOWN & COUNTRY LANE SUITE 1500 HOUSTON TX 77024 (281) 899-4800 Hollis Jeffrey Ryan Officer Common Merrill Lynch 3455 Peachtree Road NE STE 1000 Atlanta GA 30326 5228 180651.91 50814687 09/02/2025 NYSE Common 02/21/2024 Vesting of a Stock Award PAR PACIFIC HOLDINGS, INC. N 18 02/21/2024 Compensatory Payment Common 02/1

Letter Agreement dated June 27, 2025 amending the Inventory Intermediation Agreement dated as of May 31, 2024, by and between Par Hawaii Refining, LLC and Citigroup Energy, Inc. *

Par Hawaii Refining, LLC 825 Town & Country Lane, Suite 1500 Houston, Texas 77024 June 27th, 2025 Citigroup Energy Inc.

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 Holdin

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commission

PAR PACIFIC HOLDINGS REPORTS SECOND QUARTER 2025 RESULTS

NEWS RELEASE PAR PACIFIC HOLDINGS REPORTS SECOND QUARTER 2025 RESULTS HOUSTON, August 5, 2025 - Par Pacific Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Equity Contribution Agreement, dated as of July 21, 2025, by and among Hawaii Renewables, LLC, Par Pacific Holdings, Inc. and Alohi Renewable Energy, LLC.

EX-2.1 Exhibit 2.1 Execution Copy EQUITY CONTRIBUTION AGREEMENT by and among HAWAII RENEWABLES, LLC, PAR PACIFIC HOLDINGS, INC. and ALOHI RENEWABLE ENERGY LLC Dated July 21, 2025 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND CONSTRUCTION 2 Section 1.1 Definitions 2 Section 1.2 References and Rules of Construction 17 ARTICLE II CONTRIBUTIONS; ISSUANCE OF COMPANY UNITS 18 Section 2.1 Contribution of A

Current Report

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): July 21, 2025 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

Par Pacific, Mitsubishi, and ENEOS to Establish Joint Venture for Renewable Fuels in Hawaii

EX-99.1 Exhibit 99.1 Par Pacific, Mitsubishi, and ENEOS to Establish Joint Venture for Renewable Fuels in Hawaii HOUSTON and TOKYO, July 21, 2025 – Par Pacific Holdings, Inc. (including its subsidiaries and affiliates, “Par Pacific”), Mitsubishi Corporation (“Mitsubishi”), and ENEOS Corporation (“ENEOS”) today announced the signing of definitive agreements to establish Hawaii Renewables, LLC (“Haw

As filed with the Securities and Exchange Commission on June 3, 2025.

As filed with the Securities and Exchange Commission on June 3, 2025. Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PAR PACIFIC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 84-1060803 (State or Other Jurisdiction of Incorporation or Organization) (I.

Calculation of Filing Fee Tables

Calculation of Filing Fee Tables S-8 PAR PACIFIC HOLDINGS, INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.01 per share Other 500,000 $ 21.84 $ 10,920,000.00 0.0001531 $ 1,671.85 Total O

Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Senior Indenture.***

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Form of Senior Indenture.***

Exhibit 4.3 PAR PACIFIC HOLDINGS, INC. and U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES Par Pacific Holdings, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture dated as of Section of Trust Indenture Act of 1939 Section(s) of of Indenture § 310 (a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) 60

Opinion of Perkins Coie LLP with respect to the legality of the securities, including consent.***

EX-5.4 Exhibit 5.4 Perkins Coie LLP 1201 Third Avenue Suite 4900 Seattle, WA 98101-3099 T. +1.206.359.8000 F. +1.206.359.9000   perkinscoie.com May 13, 2025 Par Pacific Holdings, Inc. 825 Town & Country Lane, Suite 1500 Houston, Texas 77024 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special counsel to McChord Pipeline Co., a Washington corporation (“McChord”), an

Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Subordinated Indenture.***

EX-25.2 Exhibit 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036

Opinion of Holland & Hart LLP with respect to the legality of the securities, including consent.***

EX-5.3 Exhibit 5.3 May 13, 2025 Par Pacific Holdings, Inc. 825 Town & Country Lane, Suite 1500 Houston, Texas 77024 Re: Wyoming Pipeline Company LLC Ladies and Gentlemen: We have acted as Wyoming (“State”) counsel to Wyoming Pipeline Company LLC, a Wyoming limited liability company (“Guarantor”), in connection with the Registration Statement on Form S-3 (“Registration Statement”) filed by Par Paci

Filing Fee Table. ***

Calculation of Filing Fee Tables S-3 PAR PACIFIC HOLDINGS, INC. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effectiv

As filed with the Securities and Exchange Commission on May 13, 2025

Table of Contents As filed with the Securities and Exchange Commission on May 13, 2025 Registration No.

Form of Subordinated Indenture.***

Exhibit 4.4 PAR PACIFIC HOLDINGS, INC. and U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of DEBT SECURITIES (Subordinated Debt) Par Pacific Holdings, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture dated as of Section of Trust Indenture Act of 1939 Section(s) of of Indenture § 310 (a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Appl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Par Pacific Holdings, Inc. Insider Trading Policy.*

INSIDER TRADING POLICY PURPOSE This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Par Pacific Holdings, Inc.

PAR PACIFIC HOLDINGS REPORTS FIRST QUARTER 2025 RESULTS

NEWS RELEASE PAR PACIFIC HOLDINGS REPORTS FIRST QUARTER 2025 RESULTS HOUSTON, May 6, 2025 - Par Pacific Holdings, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commission Fi

Submission of Matters to a Vote of Security Holders

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 1, 2025 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 Fi

FORM ARS 12-31-24

2024 PAR PACIFIC HOLDINGS, INC. ANNUAL REPORTPar Pacific is a growing energy company providing both renewable and conventional fuels to the western United States. We combine experience in the energy industry with corporate financing know-how. We bring this unique strength to complex markets where we seek out diamonds in the rough. As a nimble, entrepreneurial organization, we actively pursue new o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Subsidiaries of the Registrant.*

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction Hawaii Renewables, LLC Delaware Hermes Consolidated, LLC Delaware Par Hawaii, LLC Delaware Par Hawaii Refining, LLC Hawaii Par Hawaii Shared Services, LLC Delaware Par Pacific Hawaii Property Company, LLC Delaware Par Petroleum Finance Corp. Delaware Par Petroleum, LLC Delaware Par Piceance Energy Equity LLC Delaware Par Tacoma, LLC Del

Employment Offer Letter with Terrill Pitkin dated October 28, 2014.*****

Date: October 28, 2014 To: Terrill Pitkin From: Lance Ulrich Re: Employment Offer PETROLEUM CORPORATION We are pleased to extend this letter as confirmation of your offer of employment with PAR Petroleum (PAR) as Manager, Optimization.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.

Par Pacific Holdings, Inc. Insider Trading Policy.*

INSIDER TRADING POLICY PURPOSE This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Par Pacific Holdings, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commiss

PAR PACIFIC REPORTS FOURTH QUARTER AND 2024 RESULTS

NEWS RELEASE PAR PACIFIC REPORTS FOURTH QUARTER AND 2024 RESULTS HOUSTON, February 25, 2025 - Par Pacific Holdings, Inc.

EX-99

BlackRock Life Limited Aperio Group, LLC BlackRock Advisors, LLC BlackRock Fund Advisors* BlackRock Institutional Trust Company, National Association BlackRock Asset Management Ireland Limited BlackRock Financial Management, Inc.

EX-24

EX-24 2 PowerOfAttorney.txt EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, Jam

Amendment No. 2 to Term Loan Credit Agreement, dated as of November 25, 2024, by and among Par Pacific Holdings, Inc., Par Petroleum, LLC, Par Petroleum Finance Corp., the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto.

Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT, dated as of November 25, 2024 (this “Amendment”), by and among PAR PACIFIC HOLDINGS, INC., a Delaware corporation (“Holdings”), PAR PETROLEUM, LLC, a Delaware limited liability company (the “Par Borrower”), PAR PETROLEUM FINANCE CORP., a Delaware corporation (the “FinanceCo B

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2025 (November 18, 2024) Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other j

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 18, 2024 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 07, 2024 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commiss

PARR / Par Pacific Holdings, Inc. / BlackRock, Inc. Passive Investment

SC 13G/A 1 us69888t2078110824.txt us69888t2078110824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 9) PAR PACIFIC HOLDINGS, INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 69888T207 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commissi

PAR PACIFIC HOLDINGS REPORTS THIRD QUARTER 2024 RESULTS

NEWS RELEASE PAR PACIFIC HOLDINGS REPORTS THIRD QUARTER 2024 RESULTS HOUSTON, November 4, 2024 - Par Pacific Holdings, Inc.

PARR / Par Pacific Holdings, Inc. / BlackRock, Inc. Passive Investment

SC 13G/A 1 us69888t2078101824.txt us69888t2078101824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 9) PAR PACIFIC HOLDINGS, INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 69888T207 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commission

PAR PACIFIC HOLDINGS REPORTS SECOND QUARTER 2024 RESULTS

NEWS RELEASE PAR PACIFIC HOLDINGS REPORTS SECOND QUARTER 2024 RESULTS HOUSTON, August 6, 2024 - Par Pacific Holdings, Inc.

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 31, 2024 Par Pacific Holdings

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 31, 2024 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 F

Inventory Intermediation Agreement, dated as of May 31, 2024, by and between Par Hawaii Refining, LLC and Citigroup Energy Inc.

Exhibit 10.1 EXECUTION VERSION INVENTORY INTERMEDIATION AGREEMENT dated as of May 31, 2024 between PAR HAWAII REFINING, LLC and CITIGROUP ENERGY INC. TABLE OF CONTENTS Article 1 DEFINITIONS AND CONSTRUCTION 1 Article 2 CONDITIONS PRECEDENT 29 Article 3 TERM OF AGREEMENT; MAXIMUM INVENTORY VALUE 31 Article 4 COMMENCEMENT DATE TRANSFER 32 Article 5 PURCHASE AND SALE OF CRUDE OIL 33 Article 6 DAILY V

Pledge and Security Agreement dated as of May 31, 2024, by and between Par Hawaii Refining, LLC and Citigroup Energy, Inc. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 5, 2024.

Exhibit 10.2 Execution Version PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made and entered into on May 31, 2024 and is effective as of the Commencement Date (as defined in the Intermediation Agreement (defined below)), between Citigroup Energy Inc., a corporation organized under the laws of Delaware (“Citi”), as secured party, and Par Hawaii Refining, LL

Par Pacific Announces New Intermediation Financing Agreement and Confirms Increase in ABL Commitments to up to $1.4 billion

Exhibit 99.1 Par Pacific Announces New Intermediation Financing Agreement and Confirms Increase in ABL Commitments to up to $1.4 billion HOUSTON, June 5, 2024 - Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) today announced a new, crude-only intermediation financing agreement (the “Intermediation Agreement”) between its subsidiary Par Hawaii Refining, LLC (“Par Hawaii”) and Citigroup Ener

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

PAR PACIFIC HOLDINGS REPORTS FIRST QUARTER 2024 RESULTS

NEWS RELEASE PAR PACIFIC HOLDINGS REPORTS FIRST QUARTER 2024 RESULTS HOUSTON, May 6, 2024 - Par Pacific Holdings, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commission Fi

Submission of Matters to a Vote of Security Holders

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): April 30, 2024 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

Amendment No. 1 to Term Loan Credit Agreement, dated as of April 8, 2024, by and among Par Pacific Holdings, Inc., Par Petroleum, LLC, Par Petroleum Finance Corp., the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 9, 2024.

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT, dated as of April 8, 2024 (this “Amendment”), by and among PAR PACIFIC HOLDINGS, INC., a Delaware corporation (“Holdings”), PAR PETROLEUM, LLC, a Delaware limited liability company (the “Par Borrower”), PAR PETROLEUM FINANCE CORP., a Delaware corporation (the “FinanceCo Borro

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 8, 2024 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

Third Amendment to Asset-Based Revolving Credit Agreement and Joinder Agreement, dated as of March 22, 2024, among Par Pacific Holdings, Inc., Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC, Par Rocky Mountain Midstream, LLC, U.S. Oil & Refining Co., Par Hawaii Refining, LLC, the other loan parties party thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the lenders party thereto.

Exhibit 10.1 THIRD AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT AND JOINDER AGREEMENT THIRD AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT AND JOINDER AGREEMENT, dated as of March 22, 2024 (this “Amendment”), by and among PAR PACIFIC HOLDINGS, INC., a Delaware corporation (“Holdings”), PAR PETROLEUM, LLC, a Delaware limited liability company (“Par Borrower”), PAR HAWAII, LLC, a Delawar

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 22, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

ARS

Par Pacific 2023 ANNUAL REPORT 81004ACDCVR.indd 1 3/12/24 8:16 PM81004ACDCVR.indd 2 3/12/24 8:16 PMDear Fellow Shareholders, 1 Compared to 2022, 2023 Adjusted Earnings per share increased 3% to $8.21 and Adjusted EBITDA increased 8% to $696 million. Net book value expanded by over 100% to $1.3 billion, or $21.88 per share. Y ear-end liquidity exceeded $640 million after funding the $310 million Bi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

PARR / Par Pacific Holdings, Inc. / CHAI TRUST CO LLC - SC 13D/A Activist Investment

SC 13D/A 1 ef20023319sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 26)* PAR PACIFIC HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69888T207 (CUSIP Number) Joseph Miron, Esq. Equity Group Investments 2 North Riverside Plaza, Suite 600 Chi

Exhibit 14

EX-99.14 2 ef20023319ex99-14.htm EXHIBIT 14 Exhibit 14 SCHEDULE OF TRANSACTIONS Name of Account Date of Transaction Nature of Transaction Quantity of Shares Weighted-Average Price Per Share EGI Investors 02/29/2024 Sale 486,045 $36.6330 (1) EGI Investors 02/29/2024 Sale 2,485 $37.2793 (2) EGI Investors 03/01/2024 Sale 544,815 $36.3175 (3) EGI Investors 03/01/2024 Sale 212 $36.96 EGI Investors 03/0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.

Employment Assignment Letter with Jeffrey R. Hollis dated December 15, 2022.*

December 15, 2022 Jeffrey R. Hollis 20003 Stonelodge Dr Katy, TX 77450 Dear Jeff: On behalf of Par Pacific Holdings, Inc. (the “Company”), I am pleased to provide this promotion offer letter as confirmation of the terms of your new assignment with the Company. Other than as provided for below, the terms of your employment remain unchanged. Position and Organization. Commencing January 01, 2023, yo

Subsidiaries of the Registrant.*

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction Hermes Consolidated, LLC Delaware Par Hawaii, LLC Delaware Par Hawaii Refining, LLC Hawaii Par Hawaii Shared Services, LLC Delaware Par Pacific Hawaii Property Company, LLC Delaware Par Petroleum Finance Corp. Delaware Par Petroleum, LLC Delaware Par Piceance Energy Equity LLC Delaware Par Tacoma, LLC Delaware U.S. Oil and Refining Co.

Par Pacific Holdings, Inc. Policy for the Recovery of Erroneously Awarded Compensation, effective October 24, 2023.*****

PAR PACIFIC HOLDINGS, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The New York Stock Exchange Listed Company Manual (the “NYSE Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Par Pacific Holdings, Inc. (the “

Amendment #1 to the Par Pacific Holdings, Inc. Severance Plan for Senior Officers, dated as of May 1, 2017.

AMENDMENT #1 TO PAR PACIFIC HOLDINGS, INC. SEVERANCE PLAN FOR SENIOR OFFICERS THIS AMENDMENT #1 TO PAR PACIFIC HOLDINGS, INC. SEVERANCE PLAN FOR SENIOR OFFICERS (this “Amendment”) is made and entered into effective as of May 1, 2017. RECITALS: A. WHEREAS, the Company desires to amend that certain Par Pacific Holdings, Inc. Severance Plan for Senior Officers dated effective as of March 7, 2017 (the

Form of Award of Performance Restricted Stock Units. *

PAR PACIFIC HOLDINGS, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT is made and entered into as of this [] day of [] (the “Grant Date”) by and between Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), and [] (the “Participant”), pursuant to the Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan (the “Plan”). This Agreement and the award contained her

PAR PACIFIC REPORTS FOURTH QUARTER AND RECORD 2023 RESULTS

NEWS RELEASE PAR PACIFIC REPORTS FOURTH QUARTER AND RECORD 2023 RESULTS HOUSTON, February 27, 2024 - Par Pacific Holdings, Inc.

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 Hol

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commiss

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, 2024 Par Pacific Hol

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, 2024 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commiss

PAR PACIFIC ANNOUNCES CEO TRANSITION PLANS

Exhibit 99.1 NEWS RELEASE PAR PACIFIC ANNOUNCES CEO TRANSITION PLANS ● William Pate to step down as Chief Executive Officer; will remain Director ● Will Monteleone, current President, will assume President and Chief Executive Officer position HOUSTON, February 27, 2024 – Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) today announced a leadership transition effective as of the Company’s Ma

PARR / Par Pacific Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0108-parpacificholdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Par Pacific Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 69888T207 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box t

PARR / Par Pacific Holdings, Inc. / Rubric Capital Management LP - SC 13G/A Passive Investment

SC 13G/A 1 tm245464d15sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Par Pacific Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 69888T207 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the

PARR / Par Pacific Holdings, Inc. / STATE STREET CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDED FILING PAR PACIFIC HOLDINGS INC (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 69888T207 (CUSIP NUMBER) 12/31/2023 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE

PARR / Par Pacific Holdings, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us69888t2078012324.txt us69888t2078012324.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 8) PAR PACIFIC HOLDINGS, INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 69888T207 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

PAR PACIFIC HOLDINGS REPORTS THIRD QUARTER 2023 RESULTS

NEWS RELEASE PAR PACIFIC HOLDINGS REPORTS THIRD QUARTER 2023 RESULTS HOUSTON, November 6, 2023 - Par Pacific Holdings, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commissi

Second Amendment to Asset-Based Revolving Credit Agreement and Joinder Agreement dated October 4, 2023, among Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC, Par Rocky Mountain Midstream, LLC, U.S. Oil & Refining Co., the Company, the other loan parties party thereto, Wells Fargo Bank, National Association, and the incremental lenders and lenders party thereto. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 10, 2023.

Exhibit 10.2 SECOND AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT AND JOINDER AGREEMENT SECOND AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT AND JOINDER AGREEMENT, dated as of October 4, 2023 (this “Amendment”), by and among PAR PACIFIC HOLDINGS, INC., a Delaware corporation (“Holdings”), PAR PETROLEUM, LLC, a Delaware limited liability company (“Par Borrower”), PAR HAWAII, LLC, a Dela

Wind-Down and Termination Agreement, dated as of October 4, 2023, by and among U.S. Oil & Refining Co., Par Petroleum, LLC, McChord Pipeline Co., and Merrill Lynch Commodities. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 10, 2023.

Exhibit 10.1 Execution Copy WIND-DOWN AND TERMINATION AGREEMENT THIS WIND-DOWN AND TERMINATION AGREEMENT (“Agreement”) is made and entered into as of October 4, 2023 by and among (i) MERRILL LYNCH COMMODITIES, INC., a corporation organized under the laws of the State of Delaware (“MLC”), (ii) U.S. OIL & REFINING CO., a corporation organized and existing under the laws of the State of Delaware (“US

Limited Consent to Uncommitted Credit Agreement effective as of October 4, 2023, among Par Hawaii Refining, LLC, Par Petroleum, LLC, the lenders party thereto, MUFG Bank, Ltd., and U.S. Bank Trust Company, National Association, solely in its capacity as the collateral agent. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 10, 2023.

Exhibit 10.3 Execution Version Limited Consent to Uncommitted Credit Agreement This Limited Consent to Uncommitted Credit Agreement (this “Agreement”), dated as of October 3, 2023 (the “Effective Date”), is among Par Hawaii Refining, LLC, a limited liability company organized under the laws of the State of Hawaii (the “Borrower”); Par Petroleum, LLC, a limited liability company organized under the

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 4, 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) (Commissio

PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On June 1, 2023 (the “Closing Date”), Par Montana, LLC, Par Montana Holdings, LLC, and Par Rocky Mountain Midstream, LLC, each subsidiaries of Par Pacific Holdings, Inc. (“Par” or the “Company”), completed the acquisition from ExxonMobil Corporation, ExxonMobil Oil Corporation, and

Billings Refinery & Associated Logistics Business Combined Financial Statements As of and for the years ended December 31, 2022 and 2021 TABLE OF CONTENTS

Exhibit 99.2 Billings Refinery & Associated Logistics Business Combined Financial Statements As of and for the years ended December 31, 2022 and 2021 TABLE OF CONTENTS Page Report of Independent Auditors 3 Combined Balance Sheets as of December 31, 2022 and 2021 5 Combined Statements of Income for the years ended December 31, 2022 and 2021 6 Combined Statements of Net Parent Company Investment for

Billings Refinery & Associated Logistics Business Condensed Combined Financial Statements For the quarterly period ended March 31, 2023 TABLE OF CONTENTS

Exhibit 99.3 Billings Refinery & Associated Logistics Business Condensed Combined Financial Statements For the quarterly period ended March 31, 2023 TABLE OF CONTENTS Page Condensed Combined Balance Sheets as of March 31, 2023 and December 31, 2022 3 Condensed Combined Statements of Income for the three months ended March 31, 2023 and 2022 4 Condensed Combined Statements of Net Parent Company Inve

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 14, 2023 (May 30, 2023) Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

PAR PACIFIC HOLDINGS REPORTS STRONG SECOND QUARTER 2023 RESULTS

NEWS RELEASE PAR PACIFIC HOLDINGS REPORTS STRONG SECOND QUARTER 2023 RESULTS HOUSTON, August 7, 2023 - Par Pacific Holdings, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commission

Collateral Agency and Intermediation Rights Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining, LLC, MUFG Bank, Ltd., J. Aron & Company LLC, and U.S. Bank Trust Company, National Association, as collateral agent. Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on July 31, 2023.

Exhibit 10.5 Execution Version COLLATERAL AGENCY AND INTERMEDIATION RIGHTS AGREEMENT among PAR HAWAII REFINING, LLC as the Company MUFG BANK, LTD. as LC Facility Agent for the LC Facility Lenders, J. ARON & COMPANY LLC and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Collateral Agent for the Secured Parties dated as of July 26, 2023 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS 1 SECTION 1.01.

Parent Guaranty, dated as of July 26, 2023, made by Par Petroleum, LLC, as guarantor. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 31, 2023.

Exhibit 10.2 Execution Version PARENT GUARANTY (Unsecured) This PARENT GUARANTY (this “Guaranty”), dated as of July 26, 2023, is hereby executed by PAR PETROLEUM, LLC, a limited liability company organized under the laws of the State of Delaware (the “Guarantor”). WHEREAS, simultaneously herewith, Par Hawaii Refining, LLC, a limited liability company organized under the laws of the State of Hawaii

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 26, 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

Third Amended and Restated Pledge and Security Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining, LLC, J. Aron & Company LLC, MUFG Bank, Ltd., and U.S. Bank Trust Company, National Association, as collateral agent. Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 31, 2023.

Exhibit 10.4 Execution Version THIRD AMENDED AND RESTATED SECURITY AGREEMENT THIS THIRD AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of July 26, 2023 is made by and among Par Hawaii Refining, LLC, a Hawaii limited liability company (the “Company”), U.S. Bank Trust Company, National Association, as collateral agent for the Secured Parties referred to below (in such capacity,

Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J. Aron & Company LLC. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 31, 2023.

Exhibit 10.3 Execution Version AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT This AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (this “Amendment”), dated as of July 26, 2023, is made by and among Par Hawaii Refining, LLC, a Hawaii limited liability company (the “Company”), Par Petroleum, LLC, a Delaware limited liability company (the “Guarantor”), an

Uncommitted Credit Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining, LLC, as borrower, each of the lenders and letter of credit issuers listed on the signature pages thereof, MUFG Bank, Ltd., as administrative agent for the lenders, sub-collateral agent, as joint lead arranger and sole bookrunner, Macquarie Bank Limited, as joint lead arranger, and U.S. Bank Trust Company, National Association, solely in its capacity as collateral agent. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 31, 2023.

Exhibit 10.1 Execution Version UNCOMMITTED CREDIT AGREEMENT Dated as of July 26, 2023 among PAR HAWAII REFINING, LLC, as Borrower, CERTAIN LENDERS LISTED ON THE SIGNATURE PAGES HEREOF, as Lenders, MUFG BANK, LTD., as Administrative Agent, Sub-Collateral Agent, Joint Lead Arranger and Sole Bookrunner, and Macquarie Bank Limited, as Joint Lead Arranger and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATI

PARR / Par Pacific Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Par Pacific Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 69888T207 Date of Event Which Requires Filing of this Statement: June 30, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

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): June 21, 2023 Par Pacific Holding

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): June 21, 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

Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of June 21, 2023, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J. Aron & Company LLC.

Exhibit 10.1 AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT This AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (this “Amendment”), dated as of June 21, 2023, is made by and among Par Hawaii Refining, LLC, a Hawaii limited liability company (the “Company”), Par Petroleum, LLC, a Delaware limited liability company (the “Guarantor”), and J. Aron & Compan

As filed with the Securities and Exchange Commission on June 23, 2023.

As filed with the Securities and Exchange Commission on June 23, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PAR PACIFIC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 84-1060803 (I.R.

Calculation of Filing Fee Tables

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Par Pacific Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forwar

PAR PACIFIC COMPLETES ACQUISITION OF EXXONMOBIL BILLINGS REFINERY AND RELATED UPPER ROCKIES LOGISTICS SYSTEM

EX-99.1 Exhibit 99.1 PAR PACIFIC COMPLETES ACQUISITION OF EXXONMOBIL BILLINGS REFINERY AND RELATED UPPER ROCKIES LOGISTICS SYSTEM HOUSTON, June 1, 2023 – Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) today announced that it has successfully closed its previously announced acquisition of the Billings refinery and associated marketing and logistics assets (the “Billings Acquisition”) from

First Amendment to Asset-Based Revolving Credit Agreement, dated as of May 30, 2023, by and among Par Pacific Holdings, Inc., as Holdings, Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC and Par Rocky Mountain Midstream, LLC, as Borrowers, Wells Fargo Bank, National Association, as Agent, Issuing Bank, and Swing Lender, the lenders party thereto, as the Lenders, and the other issuing banks party thereto, as Issuing Banks, and Wells Fargo Bank, National Association, Bank of America, N.A., Goldman Sachs Bank USA, MUFG Bank, LTD and Fifth Third Bank, National Association, as Joint Lead Arrangers and Joint Bookrunners. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023.

EX-10.2 Exhibit 10.2 Execution Version FIRST AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT FIRST AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT, dated as of May 30, 2023 (this “Amendment”), by and among PAR PACIFIC HOLDINGS, INC., a Delaware corporation (“Holdings”), PAR PETROLEUM, LLC, a Delaware limited liability company (“Par Borrower”), PAR HAWAII, LLC, a Delaware limited liability

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 30, 2023 Par Pacific Holdings

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 30, 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 F

First Amendment to Equity and Asset Purchase Agreement dated as of June 1, 2023, by and among Exxon Mobil Corporation, ExxonMobil Oil Corporation and ExxonMobil Pipeline Company, LLC, as sellers, and Par Montana, LLC, Par Montana Holdings, LLC, and Par Rocky Mountain Midstream, LLC, as purchaser entities, and solely for the limited purposes set forth therein, Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023.

EX-2.2 Exhibit 2.2 Execution Version FIRST AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENT THIS FIRST AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into as of June 1, 2023, by and among EXXON MOBIL CORPORATION, a corporation organized under the laws of the State of New Jersey (“EMC”), EXXONMOBIL OIL CORPORATION, a company organized under the laws of the State of N

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 18, 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 F

PATRICIA MARTINEZ JOINS THE BOARD OF DIRECTORS OF PAR PACIFIC HOLDINGS

NEWS RELEASE PATRICIA MARTINEZ JOINS THE BOARD OF DIRECTORS OF PAR PACIFIC HOLDINGS HOUSTON, May 18, 2023 – Par Pacific Holdings, Inc.

Submission of Matters to a Vote of Security Holders

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 2, 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 Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

PAR PACIFIC HOLDINGS REPORTS FIRST QUARTER 2023 RESULTS

NEWS RELEASE PAR PACIFIC HOLDINGS REPORTS FIRST QUARTER 2023 RESULTS HOUSTON, May 3, 2023 - Par Pacific Holdings, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commission Fi

Thirty-First Amendment to First Lien ISDA 2002 Master Agreement, entered into as of April 26, 2023, by and between U.S. Oil & Refining Co. and Merrill Lynch Commodities, Inc.

EX-10.2 3 a20230501ex102thirtyfirsti.htm EX-10.2 Execution Version THIRTY-FIRST AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT This THIRTY-FIRST AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT (this “Amendment”) is entered into as of April 26, 2023, by and among U.S. OIL & REFINING CO., a Delaware corporation (“Party B”) and MERRILL LYNCH COMMODITIES, INC., a Delaware corporation (“Party A”

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): April 26, 2023 Par Pacific Holdin

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): April 26, 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

Asset-Based Revolving Credit Agreement, dated as of April 26, 2023, by and among Par Pacific Holdings, Inc., as Holdings, Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC and Par Rocky Mountain Midstream, LLC, as Borrowers, Wells Fargo Bank, National Association, as Agent, Issuing Bank, and Swing Lender, the lenders party thereto, as the Lenders, and the other issuing banks party thereto, as Issuing Banks, and Wells Fargo Bank, National Association, Bank of America, N.A., Goldman Sachs Bank USA, MUFG Bank, LTD and Fifth Third Bank, National Association, as Joint Lead Arrangers and Joint Bookrunners. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 2, 2023.

Execution Version ASSET-BASED REVOLVING CREDIT AGREEMENT by and among PAR PACIFIC HOLDINGS, INC.

PAR PACIFIC HOLDINGS, INC. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 2, 2023 Annual Meeting of Stockholders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

ARS

2022 AN N U AL REP O R TDear Fellow Shareholders, 2022 was an extraordinary year as we generated record financial results, bolstered our capital structure with significant debt reduction and returned to a growth posture.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Co. and Merrill Lynch Commodities, Inc. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 1, 2023.

EX-10.2 3 d351457dex102.htm EX-10.2 Exhibit 10.2 Execution Version THIRTIETH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT This THIRTIETH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT (this “Amendment”) is entered into as of February 28, 2023, by and among U.S. OIL & REFINING CO., a Delaware corporation (“Party B”) and MERRILL LYNCH COMMODITIES, INC., a Delaware corporation (“Party A”) a

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 28, 2023 Par Pacific Hol

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 28, 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) (Commiss

Par Petroleum Finance Corp., as the Borrowers, Wells Fargo Bank, National Association, as Administrative Agent

EX-10.1 Exhibit 10.1 Deal CUSIP 69889PAC9 Facility CUSIP 69889PAD7 TERM LOAN CREDIT AGREEMENT by and among PAR PACIFIC HOLDINGS, INC., as Holdings PAR PETROLEUM, LLC, as the Par Borrower, PAR PETROLEUM FINANCE CORP., as the FinanceCo Borrower WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE LENDERS THAT ARE PARTIES HERETO, as the Lenders WELLS FARGO SECURITIES, LLC, BOFA SE

Par Petroleum, LLC, Par Petroleum Finance Corp., Par Pacific Holdings, Inc., the other guarantors party thereto, and Wilmington Trust, National

FOURTH SUPPLEMENTAL INDENTURE FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 16, 2022, among PAR MONTANA, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), the Company, PAR PETROLEUM FINANCE CORP.

Amendment No. 4 and Assumption Agreement to Pledge and Security Agreement dated as of March 23, 2022, among Par Petroleum, LLC, and the other grantors party thereto and Wilmington Trust, National Association, as collateral trustee.*

EX-10.41 7 ex1041-amendmentno4topledg.htm EX-10.41 AMENDMENT NO. 4 TO PLEDGE AND SECURITY AGREEMENT, dated as of March 23, 2022 (this “Amendment”), by and among Par Petroleum, LLC, a Delaware limited liability company (the “Company”), and Par Petroleum Finance Corp., a Delaware corporation (“Finance Corp.”, and together with the Company, the “Issuers”), the Grantors party hereto, and Wilmington Tr

First Amendment to Amended and Restated Loan and Security Agreement dated as of February 14, 2023, among Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, the guarantors party thereto, the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent.*

Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 14, 2023, is by and among PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), PAR HAWAII, LLC, a Delaware limited liability company (“PHI”), HERMES CONSOLIDATED, LLC (d/b/a Wyoming Refining Company), a Delaware limited liability company (“Hermes”), and WYOMING PIPELINE COMPANY LLC, a Wyoming limited liability company (“WPC” and collectively, with the Company, PHI and Hermes, the “Borrowers”), the Guarantors party hereto, PAR PACIFIC HOLDINGS, INC.

First Supplemental Indenture, dated as of November 16, 2022, among Par Montana, LLC, Par Petroleum, LLC, Par Petroleum Finance Corp., Par Pacific Holdings, Inc., the other guarantors party thereto, and Wilmington Trust, National Association.*

FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 16, 2022, among PAR MONTANA, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), the Company, PAR PETROLEUM FINANCE CORP.

Assumption Agreement to Pledge and Security Agreement, dated as of November 16, 2022, made by and among Par Petroleum, LLC, Par Petroleum Finance Corp. and Par Montana, LLC, in favor of Wilmington Trust, National Association, as collateral trustee.*

ASSUMPTION AGREEMENT, dated as of November 16, 2022 (this Assumption Agreement”), made by and among Par Petroleum, LLC, a Delaware limited liability company (the “Company”), and Par Petroleum Finance Corp.

Subsidiaries of the Registrant.*

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction Hermes Consolidated, LLC Delaware Par Hawaii, LLC Delaware Par Hawaii Refining, LLC Hawaii Par Hawaii Shared Services, LLC Delaware Par Pacific Hawaii Property Company, LLC Delaware Par Petroleum Finance Corp. Delaware Par Petroleum, LLC Delaware Par Piceance Energy Equity LLC Delaware Par Tacoma, LLC Delaware U.S. Oil and Refining Co.

Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of February 13, 2023, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J. Aron & Company LLC.*

Execution Version AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT This AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (this “Amendment”), dated as of February 13, 2023, is made by and among Par Hawaii Refining, LLC, a Hawaii limited liability company (the “Company”), Par Petroleum, LLC, a Delaware limited liability company (the “Guarantor”), and J.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.

Employment Offer Letter with Shawn Flores dated December 13, 2022. Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on February 27, 2023. ****

December 13, 2022 Shawn D. Flores 615 Pinehaven Dr. Houston, TX 77024 Dear Shawn: On behalf of Par Pacific Holdings, Inc. (the “Company”), I am pleased to provide this promotion offer letter as confirmation of the terms of your new assignment with the Company. Other than as provided for below, the terms of your employment remain unchanged. Position and Organization. Commencing January 01, 2023, yo

Twenty eighth Amendment to First Lien ISDA 2002 Master Agreement entered into as of January 3, 2023 by and between U.S. Oil & Refining Co. and Merrill Lynch Commodities, Inc.*

Execution Version TWENTY EIGHTH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT This TWENTY EIGHTH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT (this “Amendment”) is entered into as of December January 3, 2023, by and among U.

Description of Registrant’s Securities. Incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K filed on February 27, 2023.

Exhibit 4.13 DESCRIPTION OF REGISTERED SECURITIES As of February 21, 2023, Par Pacific Holdings, Inc. (the “Company,” “us,” “we,” or “our”) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. Description of Common Stock The following description of our common stock is a summary and does not purport to be complete. It is sub

Twenty ninth Amendment to First Lien ISDA 2002 Master Agreement entered into as of January 25, 2023 by and between U.S. Oil & Refining Co. and Merrill Lynch Commodities, Inc.*

EX-10.64 12 ex1064-usorx29thamendmentt.htm EX-10.64 Execution Version TWENTY-NINTH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT This TWENTY-NINTH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT (this “Amendment”) is entered into as of January 25, 2023, by and among U.S. OIL & REFINING CO., a Delaware corporation (“Party B”) and MERRILL LYNCH COMMODITIES, INC., a Delaware corporation (“Par

(Discretionary Long Term Incentive Plan).

Nonstatutory Stock Option Agreement PAR PACIFIC HOLDINGS, INC. NONSTATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of this day of (the “Grant Date”) by and between Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”), pursuant to the Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan (the “Plan”). This Agreement and the award

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 Hol

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commiss

PAR PACIFIC HOLDINGS REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS

NEWS RELEASE PAR PACIFIC HOLDINGS REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS HOUSTON, February 22, 2023 - Par Pacific Holdings, Inc.

Par Pacific Announces Pricing of Proposed Senior Secured Term Loan B Facility

Exhibit 99.1 Par Pacific Announces Pricing of Proposed Senior Secured Term Loan B Facility HOUSTON, February 15, 2023 — Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) today announced that Par Pacific, Par Petroleum, LLC (the “Company”) and Par Petroleum Finance Corp. (together with the Company, the “Borrowers”) have priced the proposed private $550 million aggregate principal amount senio

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 13, 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) (Commiss

Par Pacific Announces Cash Tender Offers for Any and All of its Subsidiaries’ Outstanding 7.750% Senior Secured Notes Due 2025 and 12.875% Senior Secured Notes Due 2026

EX-99.2 3 d460364dex992.htm EX-99.2 Exhibit 99.2 Par Pacific Announces Cash Tender Offers for Any and All of its Subsidiaries’ Outstanding 7.750% Senior Secured Notes Due 2025 and 12.875% Senior Secured Notes Due 2026 HOUSTON, February 15, 2023 — Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) today announced that Par Petroleum, LLC (the “Company”) and Par Petroleum Finance Corp. (together

PARR / Par Pacific Holdings Inc / Rubric Capital Management LP - SC 13G/A Passive Investment

SC 13G/A 1 tm235947d20sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Par Pacific Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 69888T207 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the

PARR / Par Pacific Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0099-parpacificholdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Par Pacific Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 69888T207 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box

PARR / Par Pacific Holdings Inc / STATE STREET CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 INITIAL FILING PAR PACIFIC HOLDINGS INC (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 69888T207 (CUSIP NUMBER) 12/31/2022 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) (Commissi

PAR PACIFIC ANNOUNCES PROPOSED $550 MILLION SENIOR SECURED TERM LOAN B DUE 2030 AND FOURTH QUARTER 2022 OPERATING UPDATE

Exhibit 99.1 NEWS RELEASE PAR PACIFIC ANNOUNCES PROPOSED $550 MILLION SENIOR SECURED TERM LOAN B DUE 2030 AND FOURTH QUARTER 2022 OPERATING UPDATE HOUSTON, February 3, 2023 – Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific” or the “Company”) today announced a proposed private $550 million aggregate principal amount senior secured term loan B due 2030 (the “Facility”). Par Pacific plans to us

PARR / Par Pacific Holdings Inc / BlackRock Inc. Passive Investment

SC 13G/A 1 us69888t2078012323.txt us69888t2078012323.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 7) PAR PACIFIC HOLDINGS, INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 69888T207 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropri

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): December 13, 2022 Par Pacific Hol

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): December 13, 2022 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commiss

Par Pacific Announces Management Promotions

EX-99.1 2 ex991mgmtpromotionpressrel.htm EX-99.1 Par Pacific Announces Management Promotions Par Pacific Appoints William Monteleone as President and Shawn Flores as Senior Vice President & Chief Financial Officer HOUSTON, DECEMBER 19, 2022 (GLOBE NEWSWIRE) – Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific” or the “Company”) today announced the appointment of William Monteleone as President

Twenty Seventh Amendment to First Lien ISDA 2002 Master Agreement entered into as of November 2, 2022 by and between U.S. Oil & Refining Co. and Merrill Lynch Commodities, Inc.

Execution Version TWENTY SEVENTH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT This TWENTY SEVENTH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT (this ?Amendment?) is entered into as of November 2, 2022, by and among U.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 2, 2022 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commissi

Letter with

August 31, 2022 Jimmy R. Yates 4677 Lake Pines Lane Berrien Springs, MI 49103 Dear Jim: On behalf of Par Pacific Holdings, Inc. (the ?Company?), I am pleased to provide this letter as confirmation of the terms of your new assignment with the Company. Other than as provided for below, the terms of your employment remain unchanged. Position and Organization. Commencing August 15, 2022, you will assu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of September 13, 2022, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J. Aron & Company LLC. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 3, 2022.

Execution Version AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT This AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (this ?Amendment?), dated as of September 13, 2022, is made by and among Par Hawaii Refining, LLC, a Hawaii limited liability company (the ?Company?), Par Petroleum, LLC, a Delaware limited liability company (the ?Guarantor?), and J.

PAR PACIFIC HOLDINGS REPORTS THIRD QUARTER 2022 RESULTS

NEWS RELEASE PAR PACIFIC HOLDINGS REPORTS THIRD QUARTER 2022 RESULTS HOUSTON, November 1, 2022 - Par Pacific Holdings, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commissi

Par Pacific Announces Acquisition of ExxonMobil Billings Refinery and Associated Marketing and Logistics Assets

NEWS RELEASE Par Pacific Announces Acquisition of ExxonMobil Billings Refinery and Associated Marketing and Logistics Assets - $310 million base purchase price expected to be funded by cash on hand and existing credit lines - Enhances scale and geographic diversification, increasing total throughput capacity to approximately 218,000 bpd - Expect over $30 million in commercial and cost synergies -

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): October 20, 2022 Par Pacific Hold

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): October 20, 2022 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commissi

ACQUISITION OF BILLINGS REFINERY AND ASSOCIATED MARKETING & LOGISTICS ASSETS The information contained in this presentation has been prepared to assist you in making your own evaluation of the company and does not purport to contain all of the inform

ACQUISITION OF BILLINGS REFINERY AND ASSOCIATED MARKETING & LOGISTICS ASSETS The information contained in this presentation has been prepared to assist you in making your own evaluation of the company and does not purport to contain all of the information you may consider important.

Equity and Asset Purchase Agreement dated as of October 20, 2022, by and among Exxon Mobil Corporation, ExxonMobil Oil Corporation and ExxonMobil Pipeline Company, LLC, as sellers, and Par Montana, LLC and Par Montana Holdings, LLC, as purchaser entities, and solely for the limited purposes set forth therein, Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 20, 2022.

EX-2.1 2 a20221020ex21-purchaseagre.htm EX-2.1 HIGHLY CONFIDENTIAL Execution Version SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***] EQUITY AND ASSET PURCHASE AGREEMENT dated as of October 20, 2022, by an

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 12, 2022 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commissio

2022, by and between U.S. Oil & Refining Co. and Merrill Lynch Commodities,

Execution Version TWENTY-SIXTH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT This TWENTY-SIXTH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT (this ?Amendment?) is entered into as of August 11, 2022, by and among U.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 11, 2022 Par Pacific Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commissio

PAR PACIFIC HOLDINGS REPORTS STRONG SECOND QUARTER 2022 RESULTS

NEWS RELEASE PAR PACIFIC HOLDINGS REPORTS STRONG SECOND QUARTER 2022 RESULTS HOUSTON, August 8, 2022 - Par Pacific Holdings, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commission

Employment Offer Letter with Richard Creamer dated March 29, 2022. Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2022. ****

March 28, 2022 Richard L. Creamer 1848 N Paddock Green Street Wichita, Kansas 67206 Dear Richard: On behalf of Par Pacific Holdings, Inc. (?Par Pacific? or the ?Company?), I am pleased to extend this letter as confirmation of the terms of your offer of employment with the Company as further described below. 1. Position and Organization. Commencing as soon as you are available, you will start in a

er Agreement entered into as of April 21, 2022, by and between U.S. Oil & Refining Co. and Merrill Lynch Commodities, Inc.*

Execution Version TWENTY-SECOND AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT This TWENTY-SECOND AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT (this ?Amendment?) is entered into as of April 21, 2022, by and among U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

er Agreement entered into as of June 28, 2022, by and between U.S. Oil & Refining Co. and Merrill Lynch Commodities, Inc.*

Execution Version TWENTY-FIFTH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT This TWENTY-FIFTH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT (this ?Amendment?) is entered into as of June 28, 2022, by and among U.

er Agreement entered into as of May 17, 2022, by and between U.S. Oil & Refining Co. and Merrill Lynch Commodities, Inc.*

Execution Version TWENTY-FOURTH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT This TWENTY-FOURTH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT (this ?Amendment?) is entered into as of May 17, 2022, by and among U.

er Agreement entered into as of May 9, 2022, by and between U.S. Oil & Refining Co. and Merrill Lynch Commodities, Inc.*

Execution Version TWENTY-THIRD AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT This TWENTY-THIRD AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT (this ?Amendment?) is entered into as of May 9, 2022, by and among U.

PARR / Par Pacific Holdings Inc / CHAI TRUST CO LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 25)* PAR PACIFIC HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69888T207 (CUSIP Number) Joseph Miron, Esq. Equity Group Investments 2 North Riverside Plaza, Suite 600 Chicago, Illinois 60606 (312) 454-1800 (Name

PARR / Par Pacific Holdings Inc / CHAI TRUST CO LLC - SC 13D/A Activist Investment

SC 13D/A 1 brhc10039840sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 24)* PAR PACIFIC HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69888T207 (CUSIP Number) Joseph Miron, Esq. Equity Group Investments 2 North Riverside Plaza, Suite 600 C

Exhibit 12:

Exhibit 12 SCHEDULE OF TRANSACTIONS Name of Account Date of Transaction Nature of Transaction Quantity of Shares Weighted-Average Price Per Share Master Fund 7/8/22 Sale 34,746 $15.

PARR / Par Pacific Holdings Inc / CHAI TRUST CO LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23)* PAR PACIFIC HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69888T207 (CUSIP Number) Joseph Miron, Esq. Equity Group Investments 2 North Riverside Plaza, Suite 600 Chicago, Illinois 60606 (312) 454-1800 (Name

Exhibit 11:

Exhibit 11 SCHEDULE OF TRANSACTIONS Name of Account Date of Transaction Nature of Transaction Quantity of Shares Weighted-Average Price Per Share Master Fund 6/28/22 Sale 70,000 $ 16.

PARR / Par Pacific Holdings Inc / CHAI TRUST CO LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22)* PAR PACIFIC HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69888T207 (CUSIP Number) Joseph Miron, Esq. Equity Group Investments 2 North Riverside Plaza, Suite 600 Chicago, Illinois 60606 (312) 454-1800 (Name

PARR / Par Pacific Holdings Inc / CHAI TRUST CO LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21)* PAR PACIFIC HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69888T207 (CUSIP Number) Joseph Miron, Esq. Equity Group Investments 2 North Riverside Plaza, Suite 600 Chicago, Illinois 60606 (312) 454-1800 (Name

PARR / Par Pacific Holdings Inc / CHAI TRUST CO LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* PAR PACIFIC HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69888T207 (CUSIP Number) Joseph Miron, Esq. Equity Group Investments 2 North Riverside Plaza, Suite 600 Chicago, Illinois 60606 (312) 454-1800 (Name

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 23, 2022 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 F

Amendment #2 to the Par Pacific Holdings, Inc. Severance Plan for Senior Officers, dated as of May 23, 2022. Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 25, 2022. ****

AMENDMENT #2 TO PAR PACIFIC HOLDINGS, INC. SEVERANCE PLAN FOR SENIOR OFFICERS THIS AMENDMENT #2 TO PAR PACIFIC HOLDINGS, INC. SEVERANCE PLAN FOR SENIOR OFFICERS (this ?Amendment?) is made and entered into effective as of May 23, 2022. RECITALS: A. WHEREAS, the Company desires to amend that certain Par Pacific Holdings, Inc. Severance Plan for Senior Officers dated effective as of March 7, 2017, as

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 17, 2022 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 F

Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of May 17, 2022, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J. Aron & Company LLC. Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 19, 2022.

Execution Version AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT This AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (this ?Amendment?), dated as of May 17, 2022, is made by and among Par Hawaii Refining, LLC, a Hawaii limited liability company (the ?Company?), Par Petroleum, LLC, a Delaware limited liability company (the ?Guarantor?), and J.

Exhibit 7

EX-7.1 2 brhc10037664ex7.htm EXHIBIT 7 Exhibit 7 SCHEDULE OF TRANSACTIONS Name of Account Date of Transaction Nature of Transaction Quantity of Shares Weighted-Average Price Per Share Master Fund 4/25/22 Sale 96,388 $14.2835 (1) Master Fund 4/26/22 Sale 50,822 $14.6441 (2) Master Fund 4/27/22 Sale 81,446 $14.7716 (3) Master Fund 4/28/22 Sale 105,708 $15.2610 (4) Master Fund 4/29/22 Sale 88,809 $14

PARR / Par Pacific Holdings Inc / CHAI TRUST CO LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* PAR PACIFIC HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69888T207 (CUSIP Number) Joseph Miron, Esq. Equity Group Investments 2 North Riverside Plaza, Suite 600 Chicago, Illinois 60606 (312) 454-1800 (Name

Submission of Matters to a Vote of Security Holders

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, 2022 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 Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Amendment to Second Amended and Restated Supply and Offtake Agreement dated as of March 24, 2022, between Par Hawaii Refining, LLC and J. Aron & Company, LLC. Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022.

Execution Version AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT This AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (this ?Amendment?), dated as of March 24, 2022, is made by and among Par Hawaii Refining, LLC, a Hawaii limited liability company (the ?Company?), Par Petroleum, LLC, a Delaware limited liability company (the ?Guarantor?) and J.

Twenty-First Amendment to First Lien ISDA 2002 Master Agreement entered into as of March 25, 2022 by and between U.S. Oil & Refining Co. and Merrill Lynch Commodities, Inc.*

Execution Version TWENTY-FIRST AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT This TWENTY-FIRST AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT (this ?Amendment?) is entered into as of March 25, 2022, by and among U.

Employment Offer Letter with Eric Wright dated January 17, 2017. Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022. ****

January 17, 2017 Eric Wright 1035 Orchard Hill St Houston, Texas 77077-1127 Dear Eric: On behalf of Par Pacific Holdings, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 1-36550 84-1060803 (State or other jurisdiction of incorporation) (Commission Fi

PAR PACIFIC HOLDINGS REPORTS FIRST QUARTER 2022 RESULTS

NEWS RELEASE PAR PACIFIC HOLDINGS REPORTS FIRST QUARTER 2022 RESULTS HOUSTON, May 4, 2022 - Par Pacific Holdings, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 25, 2022 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

Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of April 25, 2022, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J. Aron & Company LLC. Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on April 28, 2022

EX-10.1 2 formxamendmenttosecondamen.htm EX-10.1 Execution Version AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT This AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (this “Amendment”), dated as of April 25, 2022, is made by and among Par Hawaii Refining, LLC, a Hawaii limited liability company (the “Company”), Par Petroleum, LLC, a Delaware limited li

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 25, 2022 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

SCHEDULE OF TRANSACTIONS

Exhibit 6 SCHEDULE OF TRANSACTIONS Name of Account Date of Transaction Nature of Transaction Quantity of Shares Weighted-Average Price Per Share Master Fund 04/18/22 Sale 22,592 $15.

PARR / Par Pacific Holdings Inc / CHAI TRUST CO LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* PAR PACIFIC HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69888T207 (CUSIP Number) Joseph Miron, Esq. Equity Group Investments 2 North Riverside Plaza, Suite 600 Chicago, Illinois 60606 (312) 454-1800 (Name

PARR / Par Pacific Holdings Inc / CHAI TRUST CO LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* PAR PACIFIC HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69888T207 (CUSIP Number) Joseph Miron, Esq. Equity Group Investments 2 North Riverside Plaza, Suite 600 Chicago, Illinois 60606 (312) 454-1800 (Name

Exhibit 5:

EX-99.5 2 brhc10036438ex-5.htm EXHIBIT 5 Exhibit 5 SCHEDULE OF TRANSACTIONS Name of Account Date of Transaction Nature of Transaction Quantity of Shares Weighted-Average Price Per Share Master Fund 02/28/22 Sale 37,906 $13.5682 (1) Master Fund 03/01/22 Sale 76,923 $12.3924 (2) Master Fund 03/01/22 Sale 9,885 $13.4715 (3) Master Fund 03/07/22 Sale 24,554 $12.1882 (4) Master Fund 03/09/22 Sale 19,09

Regulation FD Disclosure

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): April 7, 2022 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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 30, 2022 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

Increase Agreement and Amendment dated as of March 30, 2022, among Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Pacific Holdings, Inc., the guarantors party thereto, the incremental lender party thereto, the other lenders party thereto, and Bank of America, N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 1, 2022.

Exhibit 10.1 Execution Version INCREASE AGREEMENT AND AMENDMENT THIS INCREASE AGREEMENT AND AMENDMENT, dated as of March 30, 2022 (this ?Agreement?), by and among the institutions set forth on Schedule 1 hereto (each an ?Incremental Lender? and collectively the ?Incremental Lenders?), the other Lenders party hereto, PAR PETROLEUM, LLC, a Delaware limited liability company (the ?Company?), PAR HAWA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Prox

DEFA14A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 9, 2022 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

Amendment to First Lien ISDA 2002 Master Agreement entered into as of March 9, 2022 by and between U.S. Oil & Refining Co. and Merrill Lynch Commodities, Inc.

EX-10.1 2 a20thamendmenttofirstlieni.htm EX-10.1 Execution Version TWENTIETH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT This TWENTIETH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT (this “Amendment”) is entered into as of March 9, 2022, by and among U.S. OIL & REFINING CO., a Delaware corporation (“Party B”) and MERRILL LYNCH COMMODITIES, INC., a Delaware corporation (“Party A”) and i

PARR / Par Pacific Holdings Inc / CHAI TRUST CO LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16)* PAR PACIFIC HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69888T207 (CUSIP Number) Joseph Miron, Esq. Equity Group Investments 2 North Riverside Plaza, Suite 600 Chicago, Illinois 60606 (312) 454-1800 (Name