Par Pacific Holdings Inc.

11/05/2025 | Press release | Distributed by Public on 11/05/2025 14:24

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a growing energy company based in Houston, Texas, that provides both renewable and conventional fuels to the western United States. For more information, please read Note 1-Overview to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Recent Events Affecting Comparability of Periods
Operational Update
Our Wyoming refinery experienced an operational incident on the evening of February 12, 2025, and remained safely idled during repair and recovery work through late April 2025, when the refinery returned to full crude operations. The 66 days of idle time impacted comparability between the nine months ended September 30, 2025, and September 30, 2024.
Small Refinery Exemption
In August 2025, the U.S. Environmental Protection Agency ("EPA") granted our mainland refineries a combination of full (100%) and partial (50%) small refinery exemptions ("SREs") from the RFS program for the 2019 through 2024 compliance years. As a result of our historical compliance with the RFS program, we received previously retired RINs related to the 2019 through 2023 compliance years from the EPA and relieved a portion of our 2024 RVO, recording a corresponding gain of $199.5 million in Net Income on our condensed consolidated statement of operations for the three and nine months ended September 30, 2025. This also resulted in gains of $195.9 million in Adjusted Net Income and $202.6 million in Adjusted EBITDA for both the three and nine months ended September 30, 2025. As of September 30, 2025, the EPA has not made a determination with respect to small refinery exemptions for the 2025 compliance year. Accordingly, our recorded RFS obligation for the nine months ended September 30, 2025, reflects 100% of the RFS obligation for the respective period with no assumption of SRE relief.
Renewable Fuels Facility Joint Venture
On July 21, 2025, we and Hawaii Renewables, LLC, a subsidiary of the Company ("Hawaii Renewables"), entered into a definitive Equity Contribution Agreement (the "Equity Contribution Agreement") with Alohi Renewable Energy LLC ("Alohi"), an entity owned by Mitsubishi Corporation and ENEOS Corporation, to establish Hawaii Renewables as a joint venture, with the Company owning a 63.5% equity interest in Hawaii Renewables. The joint venture is being formed for the development, construction, ownership, and operation of the renewable fuels manufacturing facility co-located with our Hawaii refinery ("Renewable Fuels Facility").
On October 21, 2025, we completed the transaction to form the Hawaii Renewables, LLC joint venture. We will operate and manage the Renewable Fuels Facility on behalf of Hawaii Renewables and provide certain services, such as construction management services, operating and corporate services, and terminalling services, to Hawaii Renewables. In addition, at the closing of the transaction, we contributed certain assets to Hawaii Renewables and Alohi contributed $100.0 million in cash in exchange for a minority interest. In connection with the transaction, Hawaii Renewables distributed $83.0 million to Par and approximately $17.0 million of Alohi's contribution was retained by Hawaii Renewables to fund remaining construction and initial working capital. The construction of the Renewable Fuels Facility is expected to be completed by the end of 2025.
Economic Update
Energy prices are, among other factors, indicators of inflation. Crude oil prices decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Brent crude oil prices averaged $69.93 per barrel during the nine months ended September 30, 2025, compared to $81.82 per barrel during the nine months ended September 30, 2024. Average U.S. retail gasoline prices decreased to $3.26 per gallon during the nine months ended September 30, 2025, compared to $3.51 per gallon during the nine months ended September 30, 2024. The overall energy price index increased 6.4% and the total consumer price index increased 3% year over year as of September 30, 2025. The U.S. Energy Information Administration ("EIA") in its October 2025 short term energy outlook forecasts average Brent crude oil prices to decrease to $62 per barrel in the fourth quarter of 2025 and average $52 per barrel in 2026 due to increased global oil inventories driven by increased production by the Organization of the Petroleum Exporting Countries ("OPEC") and weak global demand growth. On March 5, 2025, OPEC agreed to gradually increase oil production starting in April 2025, after a period of voluntary output cuts, with the plan to reverse the 2.2 million barrels per day cuts over an 18-month period. On April
3, 2025, OPEC agreed to phase out oil output cuts by increasing output by 411,000 barrels per day beginning in May 2025. On July 5, 2025, OPEC agreed to increase output by 548,000 barrels per day beginning in August 2025. On October 5, 2025, OPEC announced an increase in output by 137,000 barrels per day beginning in November 2025. While inflation has increased relative to the prior year, we do not believe that inflation has had a material effect on our business, financial condition, or results of operations for the nine months ended September 30, 2025.
Geopolitical tensions in the Middle East and Red Sea region continue in 2025, putting upward pressure on prices. The Russia-Ukraine war, the Israel-Palestine conflict, Houthi attacks in the Red Sea, and Iranian activities in the Strait of Hormuz have all continued to disrupt global trade patterns, increase crude oil price volatility, and increase freight costs and delivery times. The overall effect of these conflicts and associated actions taken to limit the purchase of Russian petroleum products in response to Russia's invasion of Ukraine have raised the operating costs of many European, U.S., and other refineries.
Effective August 1, 2025, the U.S. adopted new and increased tariffs on countries and specific goods, subject to evolving exemptions. In October 2025, the U.S. government announced a series of new and expanded tariffs on imports from China and other countries, including a 100% tariff on certain categories of goods and increased duties. On November 1, 2025, the U.S. government announced a deal with China that retained heightened reciprocal tariffs and suspended (retaining a 10% baseline) and reduced certain China-specific tariffs, effective November 10, 2025. Separately, previously announced tariffs on imports from other countries went into effect on November 1, 2025. Those policies, along with retaliatory actions by some trading partners and ongoing negotiations around trade policy, have led to increased volatility, upward pressure on prices of a wide range of goods, and unpredictability for global trade.
Please read Item 1A. - Risk Factors on our Annual Report on Form 10-K for the year ended December 31, 2024 for further information.
Results of Operations
Three months ended September 30, 2025 compared to the three months ended September 30, 2024
Net Income. Our financial results for the third quarter of 2025 improved from net income of $7.5 million for the three months ended September 30, 2024, to net income of $262.6 million for the three months ended September 30, 2025. The increase was primarily driven by a $321.8 million increase in our refining segment operating income and an $8.5 million increase in Equity earnings from Laramie Energy, LLC, partially offset by a $76.2 million increase in income tax expense. Please read the discussions of segment and consolidated results below for additional information.
Adjusted EBITDA and Adjusted Net Income (Loss). For the three months ended September 30, 2025, Adjusted EBITDA was $372.5 million compared to $51.4 million for the three months ended September 30, 2024. The $321.1 million increase was primarily related to a $308.1 million increase in refining segment Adjusted Gross Margin, an $8.6 million decrease in operating expenses, excluding severance, and a $6.7 million increase in our logistics segment Adjusted Gross Margin. Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information.
For the three months ended September 30, 2025, Adjusted Net Income was $302.6 million compared to Adjusted Net Loss of $5.5 million for the three months ended September 30, 2024. The $308.1 million improvement was primarily related to the factors described above for the increase in Adjusted EBITDA, partially offset by a $4.4 million increase in D&A.
Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Net Income. Our financial results improved from net income of $22.4 million for the nine months ended September 30, 2024, to net income of $291.7 million for the nine months ended September 30, 2025. The $269.3 million increase was driven by a $314.6 million increase in refining segment operating income, a $15.2 million decrease in general and administrative expenses, an $11.2 million increase in logistics segment operating income and a $10.5 million increase in retail segment income, partially offset by an $82.2 million increase in income tax expense. Please read the discussions of segment and consolidated results below for additional information.
Adjusted EBITDA and Adjusted Net Income. For the nine months ended September 30, 2025, Adjusted EBITDA was $520.5 million compared to $227.7 million for the nine months ended September 30, 2024. The $292.8 million improvement was primarily due to a $260.5 million increase in our refining segment Adjusted Gross Margin, a $12.4 million increase in our logistics segment Adjusted Gross Margin, an $11.4 million decrease in operating expenses, excluding severance, and a $5.6 million increase in our retail segment Adjusted Gross Margin. Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information.
For the nine months ended September 30, 2025, Adjusted Net Income was $330.6 million compared to $64.7 million for the nine months ended September 30, 2024. The $265.9 million improvement was primarily related to the same factors described above for the increase in Adjusted EBITDA, partially offset by a $10.9 million increase in D&A, a $10.2 million increase in Income tax expense, net of impacts due to changes in the valuation allowance and other deferred tax items, and a $2.7 million increase in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains).
The following tables summarize our consolidated results of operations for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024 (in thousands). The following should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Three Months Ended September 30,
2025 2024 $ Change % Change
Revenues $ 2,012,936 $ 2,143,933 $ (130,997) (6)%
Cost of revenues (excluding depreciation) 1,453,697 1,905,200 (451,503) (24)%
Operating expense (excluding depreciation) 140,029 147,049 (7,020) (5)%
Depreciation and amortization 36,284 31,879 4,405 14%
General and administrative expense (excluding depreciation) 24,242 22,399 1,843 8%
Equity earnings from refining and logistics investments (6,353) (3,008) (3,345) (111)%
Acquisition and integration costs 1,973 (23) 1,996 8,678%
Par West redevelopment and other costs 4,525 4,006 519 13%
Loss on sale of assets, net 23 - 23 NM (1)
Total operating expenses 1,654,420 2,107,502
Operating income 358,516 36,431
Other income (expense)
Interest expense and financing costs, net (21,272) (23,402) 2,130 (9)%
Debt extinguishment and commitment costs - - - NM (1)
Other income (expense), net (109) 1,253 (1,362) (109)%
Equity earnings (losses) from Laramie Energy, LLC 8,202 (336) 8,538 2,541%
Total other expense, net (13,179) (22,485)
Income before income taxes 345,337 13,946
Income tax expense (82,706) (6,460) (76,246) 1,180%
Net income $ 262,631 $ 7,486
Nine Months Ended September 30,
2025 2024 $ Change % Change
Revenues $ 5,651,410 $ 6,142,236 $ (490,826) (8)%
Cost of revenues (excluding depreciation) 4,606,536 5,422,875 (816,339) (15)%
Operating expense (excluding depreciation) 432,863 444,389 (11,526) (3)%
Depreciation and amortization 107,582 96,679 10,903 11%
General and administrative expense (excluding depreciation) 72,133 87,322 (15,189) (17)%
Equity earnings from refining and logistics investments (21,172) (12,846) (8,326) (65)%
Acquisition and integration costs 1,973 68 1,905 2,801%
Par West redevelopment and other costs 13,197 9,048 4,149 46%
Loss (gain) on sale of assets, net (1,202) 114 (1,316) (1,154)%
Total operating expenses 5,211,910 6,047,649
Operating income 439,500 94,587
Other income (expense)
Interest expense and financing costs, net (65,226) (61,720) (3,506) 6%
Debt extinguishment and commitment costs (25) (1,418) 1,393 (98)%
Other expense, net (643) (1,447) 804 (56)%
Equity earnings from Laramie Energy, LLC 10,784 2,867 7,917 276%
Total other expense, net (55,110) (61,718)
Income before income taxes 384,390 32,869
Income tax expense (92,699) (10,496) (82,203) 783%
Net income $ 291,691 $ 22,373
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(1)NM - Not meaningful
The following tables summarize our operating income (loss) by segment for the three and nine months ended September 30, 2025 and 2024 (in thousands). The following should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Three Months Ended September 30, 2025 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total
Revenues $ 1,945,370 $ 80,310 $ 151,330 $ (164,074) $ 2,012,936
Cost of revenues (excluding depreciation) 1,469,094 40,840 107,838 (164,075) 1,453,697
Operating expense (excluding depreciation) 112,781 5,684 21,564 - 140,029
Depreciation and amortization 26,596 6,093 2,801 794 36,284
General and administrative expense (excluding depreciation) - - - 24,242 24,242
Equity earnings from refining and logistics investments (3,860) (2,493) - - (6,353)
Acquisition and integration costs - - - 1,973 1,973
Par West redevelopment and other costs - - - 4,525 4,525
Loss (gain) on sale of assets, net (10) (1) 34 - 23
Operating income (loss) $ 340,769 $ 30,187 $ 19,093 $ (31,533) $ 358,516
Three Months Ended September 30, 2024 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total
Revenues $ 2,080,546 $ 77,741 $ 150,213 $ (164,567) $ 2,143,933
Cost of revenues (excluding depreciation) 1,917,962 44,228 107,598 (164,588) 1,905,200
Operating expense (excluding depreciation) 122,054 3,334 21,661 - 147,049
Depreciation and amortization 22,623 5,925 2,680 651 31,879
General and administrative expense (excluding depreciation) - - - 22,399 22,399
Equity earnings from refining and logistics investments (1,098) (1,910) - - (3,008)
Acquisition and integration costs - - - (23) (23)
Par West redevelopment and other costs - - - 4,006 4,006
Loss on sale of assets, net - - - - -
Operating income (loss) $ 19,005 $ 26,164 $ 18,274 $ (27,012) $ 36,431
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(1)Our logistics operations consist primarily of intercompany transactions which eliminate on a consolidated basis.
(2)Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $164.1 million and $164.6 million for the three months ended September 30, 2025 and 2024, respectively.
Nine Months Ended September 30, 2025 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total
Revenues $ 5,458,008 $ 224,730 $ 434,447 $ (465,775) $ 5,651,410
Cost of revenues (excluding depreciation) 4,642,191 122,573 307,573 (465,801) 4,606,536
Operating expense (excluding depreciation) 354,998 14,846 63,019 - 432,863
Depreciation and amortization 77,912 19,442 7,973 2,255 107,582
General and administrative expense (excluding depreciation) - - - 72,133 72,133
Equity earnings from refining and logistics investments (14,642) (6,530) - - (21,172)
Acquisition and integration costs - - - 1,973 1,973
Par West redevelopment and other costs - - - 13,197 13,197
Loss (gain) on sale of assets, net 181 (1,418) 35 - (1,202)
Operating income (loss) $ 397,368 $ 75,817 $ 55,847 $ (89,532) $ 439,500
Nine Months Ended September 30, 2024 Refining Logistics (1) Retail Corporate, Eliminations and Other (2) Total
Revenues $ 5,964,435 $ 222,058 $ 443,189 $ (487,446) $ 6,142,236
Cost of revenues (excluding depreciation) 5,457,167 131,303 321,894 (487,489) 5,422,875
Operating expense (excluding depreciation) 365,031 11,847 67,511 - 444,389
Depreciation and amortization 66,584 19,893 8,471 1,731 96,679
General and administrative expense (excluding depreciation) - - - 87,322 87,322
Equity earnings from refining and logistics investments (7,158) (5,688) - - (12,846)
Acquisition and integration costs - - - 68 68
Par West redevelopment and other costs - - - 9,048 9,048
Loss (gain) on sale of assets, net - 124 (10) - 114
Operating income (loss) $ 82,811 $ 64,579 $ 45,323 $ (98,126) $ 94,587
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(1)Our logistics operations consist primarily of intercompany transactions which eliminate on a consolidated basis.
(2)Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $465.8 million and $487.4 million for the nine months ended September 30, 2025 and 2024, respectively.
Below is a summary of key operating statistics for the refining segment for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Total Refining Segment
Feedstocks Throughput (Mbpd)
197.7 198.4 186.9 186.3
Refined product sales volume (Mbpd)
208.6 216.2 199.3 200.2
Adjusted Gross Margin per bbl ($/throughput bbl) (1) $ 24.76 $ 7.79 $ 15.41 $ 10.34
SRE impact 11.14 - 3.97 -
Adjusted Gross Margin excluding SRE impact 13.62 7.79 11.44 10.34
Production costs per bbl ($/throughput bbl) (2) 6.13 6.62 6.88 7.09
D&A per bbl ($/throughput bbl) 1.46 1.24 1.53 1.31
Hawaii Refinery
Feedstocks Throughput (Mbpd) 81.7 80.7 83.1 80.4
Yield (% of total throughput)
Gasoline and gasoline blendstocks 30.2 % 25.6 % 27.7 % 26.0 %
Distillates 39.2 % 38.3 % 38.2 % 38.1 %
Fuel oils 27.5 % 32.0 % 29.6 % 32.0 %
Other products (0.1) % 0.7 % 1.5 % 0.3 %
Total yield 96.8 % 96.6 % 97.0 % 96.4 %
Refined product sales volume (Mbpd) 87.9 93.5 88.3 87.8
Adjusted Gross Margin per bbl ($/throughput bbl) (1)
$ 11.40 $ 6.10 $ 10.18 $ 10.06
SRE impact - - - -
Adjusted Gross Margin excluding SRE impact 11.40 6.10 10.18 10.06
Production costs per bbl ($/throughput bbl) (2)
4.66 4.58 4.53 4.66
D&A per bbl ($/throughput bbl) 0.28 0.25 0.25 0.47
Montana Refinery
Feedstocks Throughput (Mbpd)
58.3 57.2 51.5 49.2
Yield (% of total throughput)
Gasoline and gasoline blendstocks 51.1 % 46.5 % 47.5 % 49.5 %
Distillates 32.4 % 34.7 % 31.9 % 31.7 %
Asphalt 8.1 % 11.0 % 10.8 % 9.3 %
Other products 4.2 % 4.0 % 3.9 % 4.4 %
Total yield 95.8 % 96.2 % 94.1 % 94.9 %
Refined product sales volume (Mbpd)
54.9 60.3 52.6 53.4
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Adjusted Gross Margin per bbl ($/throughput bbl) (1)
$ 27.41 $ 12.42 $ 18.50 $ 14.15
SRE impact 10.75 - 4.10 -
Adjusted Gross Margin excluding SRE impact 16.66 12.42 14.40 14.15
Production costs per bbl ($/throughput bbl) (2)
8.76 11.61 10.89 13.16
D&A per bbl ($/throughput bbl) 2.43 1.82 2.51 1.69
Washington Refinery
Feedstocks Throughput (Mbpd) 38.6 41.1 39.3 37.9
Yield (% of total throughput)
Gasoline and gasoline blendstocks 22.1 % 23.6 % 23.2 % 24.0 %
Distillates 34.4 % 35.3 % 35.2 % 34.5 %
Asphalt 21.4 % 17.4 % 18.6 % 18.6 %
Other products 18.9 % 19.7 % 19.5 % 19.3 %
Total yield 96.8 % 96.0 % 96.5 % 96.4 %
Refined product sales volume (Mbpd) 43.9 42.4 42.1 39.6
Adjusted Gross Margin per bbl ($/throughput bbl) (1)
$ 32.46 $ 1.76 $ 15.39 $ 4.03
SRE impact 20.96 - 6.94 -
Adjusted Gross Margin excluding SRE impact 11.50 1.76 8.45 4.03
Production costs per bbl ($/throughput bbl) (2)
4.31 3.50 4.07 4.28
D&A per bbl ($/throughput bbl) 1.94 1.81 1.95 2.00
Wyoming Refinery
Feedstocks Throughput (Mbpd) 19.1 19.4 13.0 18.8
Yield (% of total throughput)
Gasoline and gasoline blendstocks 44.7 % 43.7 % 45.4 % 45.7 %
Distillates 46.4 % 49.0 % 46.6 % 48.1 %
Fuel oils 4.2 % 3.4 % 3.6 % 2.5 %
Other products 2.1 % 2.3 % 2.3 % 2.2 %
Total yield 97.4 % 98.4 % 97.9 % 98.5 %
Refined product sales volume (Mbpd) 21.9 20.0 16.3 19.4
Adjusted Gross Margin per bbl ($/throughput bbl) (1)
$ 58.22 $ 13.65 $ 38.42 $ 14.42
SRE impact 40.12 - 19.86 -
Adjusted Gross Margin excluding SRE impact 18.10 13.65 18.56 14.42
Production costs per bbl ($/throughput bbl) (2)
8.11 7.00 14.52 7.30
D&A per bbl ($/throughput bbl) 2.61 2.43 4.51 2.51
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Market Indices (average $ per barrel)
Hawaii Index (3)
$ 10.27 $ 4.49 $ 9.00 $ 7.98
Montana Index (4)
17.99 15.32 15.16 17.18
Washington Index (5)
16.66 4.47 12.11 5.62
Wyoming Index (6)
19.87 17.56 20.53 17.41
Combined Index (7) 14.72 8.89 11.98 10.88
Market Cracks (average $ per barrel)
Singapore 3.1.2 Product Crack (3) $ 16.34 $ 11.00 $ 14.35 $ 14.04
Montana 6.3.2.1 Product Crack (4) 30.37 26.08 25.51 23.59
Washington 3.1.1.1 Product Crack (5)
26.14 12.62 20.82 13.29
Wyoming 2.1.1 Product Crack (6)
22.22 20.23 22.22 19.21
Crude Oil Prices (average $ per barrel) (8)
Brent $ 68.17 $ 78.71 $ 69.93 $ 81.82
WTI 64.97 75.27 66.67 77.61
ANS (-) Brent 3.13 1.79 3.00 1.73
Bakken Guernsey (-) WTI (1.51) (0.39) (1.44) (1.28)
Bakken Williston (-) WTI (2.25) (1.78) (2.51) (2.41)
WCS Hardisty (-) WTI (11.42) (13.82) (11.09) (14.45)
MSW (-) WTI (3.23) (2.83) (3.36) (4.13)
Syncrude (-) WTI 0.40 1.81 0.21 0.37
Brent M1-M3 1.24 1.31 1.29 1.22
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(1)We calculate Adjusted Gross Margin per barrel by dividing Adjusted Gross Margin by total refining throughput. Adjusted Gross Margin for our Washington refinery is determined under the last-in, first-out ("LIFO") inventory costing method. Adjusted Gross Margin for our other refineries is determined under the first-in, first-out ("FIFO") inventory costing method. Total Refining Segment Adjusted Gross Margin per barrel is presented net of intercompany profit in inventory of $0.12 per barrel for the nine months ended September 30, 2025, which represents margin on intercompany sales where the inventory remains on our condensed consolidated balance sheet at period end. Intercompany profit in inventory per barrel for the three months ended September 30, 2025, was immaterial. For the three and nine months ended September 30, 2025, Adjusted Gross Margin per barrel includes the SRE impact related to the 2019 through 2024 compliance years.
(2)Management uses production costs per barrel to evaluate performance and compare efficiency to other companies in the industry. There are a variety of ways to calculate production costs per barrel; different companies within the industry calculate it in different ways. We calculate production costs per barrel by dividing all direct production costs, which include the costs to run the refineries, including personnel costs, repair and maintenance costs, insurance, utilities, and other miscellaneous costs, by total refining throughput. Our production costs are included in Operating expense (excluding depreciation) on our condensed consolidated statements of operations, which also includes costs related to our bulk marketing operations and severance costs.
(3)Beginning in 2025, we established the Hawaii Index as a new benchmark for our Hawaii operations. We believe the Hawaii Index, which incorporates market cracks and landed crude differentials, better reflects the key drivers impacting our Hawaii refinery's financial performance compared to prior reported market indices. The Hawaii Index is calculated as the Singapore 3.1.2 Product Crack, or one part gasoline (RON 92) and two parts distillates (Sing Jet & Sing gasoil) as created from a barrel of Brent crude oil, less the Par Hawaii Refining, LLC ("PHR") crude differential.
(4)Beginning in 2025, we established the Montana Index as a new benchmark for our Montana refinery. We believe the Montana Index, which incorporates local market cracks, regional crude oil prices, and management's estimates for other costs of sales, better reflects the key drivers impacting our Montana refinery's financial performance compared to prior reported market indices. Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Montana refinery's refined product sales price compared to prior reported market indices. The Montana Index is calculated as the Montana 6.3.2.1 Product Crack less Montana crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense, taxes and tariffs, and product discounts. The Montana 6.3.2.1 Product Crack is calculated by taking three parts gasoline (Billings E10 and Spokane E10), two parts distillate (Billings ULSD and Spokane ULSD), and one part asphalt (Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. Asphalt pricing is lagged by one month. The Montana crude cost is calculated as 60% WCS differential to WTI, 20% MSW differential to WTI, and 20% Syncrude differential to WTI. The Montana crude cost is lagged by three months and includes an inflation-adjusted crude delivery cost. Other costs of sales and crude delivery costs are based on historical averages and management's estimates.
(5)Beginning in 2025, we established the Washington Index as a new benchmark for our Washington refinery. We believe the Washington Index, which incorporates local market cracks, regional crude oil prices, and management's estimates for other costs of sales, better reflects the key drivers impacting our Washington refinery's financial performance compared to prior reported market indices. Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Washington refinery's refined product sales price compared to prior reported market indices. The Washington Index is calculated as the Washington 3.1.1.1 Product Crack, less Washington crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense and state and local taxes. The Washington 3.1.1.1 Product Crack is calculated by taking one part gasoline (Tacoma E10), one part distillate (Tacoma ULSD) and one part secondary products (USGC VGO and Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. Asphalt pricing is lagged by one month. The Washington crude cost is calculated as 67% Bakken Williston differential to WTI and 33% WCS Hardisty differential to WTI. The Washington crude cost is lagged by one month and includes an inflation-adjusted crude delivery cost. Other costs of sales and crude delivery costs are based on historical averages and management's estimates.
(6)Beginning in 2025, we established the Wyoming Index as a new benchmark for our Wyoming refinery. We believe the Wyoming Index, which incorporates local market cracks, regional crude oil prices, and management's estimates for other costs of sales, better reflects the key drivers impacting our Wyoming refinery's financial performance compared to prior reported market indices. Beginning in 2025, market cracks have also been updated to reflect local market product pricing, which better reflects our Wyoming refinery's refined product sales price compared to prior reported market indices. The Wyoming Index is calculated as the Wyoming 2.1.1 Product Crack, less Wyoming crude costs, less other cost of sales, including inflation adjusted product delivery costs and yield loss expense, based on historical averages and management's estimates. The Wyoming 2.1.1 Product Crack is calculated by taking one part gasoline (Rockies gasoline) and one part distillate (USGC ULSD and USGC Jet) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. The Wyoming crude cost is calculated as the Bakken Guernsey differential to WTI on a one-month lag.
(7)Beginning in 2025, we established the Combined Index as a new benchmark for our refining segment. The Combined Index provides a wholistic view of key drivers impacting our refining segment's financial performance and is calculated as the throughput-weighted average of each regional index for periods under our ownership.
(8)Beginning in 2025, crude oil prices have been updated and expanded to reflect regional differentials to Brent and WTI, which better reflect our refineries' feedstock costs compared to prior crude oil pricing.
Below is a summary of key operating statistics for the retail segment for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Retail Segment
Retail sales volumes (thousands of gallons) 31,755 31,232 92,034 91,186
Non-GAAP Performance Measures
Management uses certain financial measures and forecasts to evaluate our operating performance and allocate resources that are considered non-GAAP financial measures. These measures should not be considered in isolation or as substitutes or alternatives to their most directly comparable GAAP financial measures or any other measure of financial
performance or liquidity presented in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures used by other companies since each company may define these terms differently.
We believe Adjusted Gross Margin (as defined below) provides useful information to investors because it eliminates the gross impact of volatile commodity prices and adjusts for certain non-cash items and timing differences created by our inventory financing agreements and lower of cost and net realizable value adjustments to demonstrate the earnings potential of the business before other fixed and variable costs, which are reported separately in Operating expense (excluding depreciation) and Depreciation and amortization. Operating expense includes certain shared costs such as finance, accounting, tax, human resources, information technology, and legal costs that are not directly attributable to specific operating segments. Remaining expenses are included in the reconciliation of reportable segment Adjusted EBITDA to consolidated pre-tax income (loss) as unallocated corporate general and administrative expenses.
Management uses Adjusted Gross Margin per barrel to evaluate operating performance and compare profitability to other companies in the industry and to industry benchmarks. We believe Adjusted Net Income (Loss) and Adjusted EBITDA (as defined below) are useful supplemental financial measures that allow management and investors to assess the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis, the ability of our assets to generate cash to pay interest on our indebtedness, and our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure.
Beginning with financial results reported for the first quarter of 2024, Adjusted Net Income (loss) also excludes other non-operating income and expenses. This modification improves comparability between periods by excluding income and expenses resulting from non-operating activities.
Effective as of the fourth quarter of 2024, we have modified our definition of Adjusted Gross Margin, Adjusted Net Income (Loss) and Adjusted EBITDA to align the accounting treatment for deferred turnaround costs from our refining and logistics investments with our accounting policy. Under this approach, we exclude our share of their turnaround expenses, which are recorded as period costs in their financial statements, and instead defer and amortize these costs on a straight-line basis over the period estimated until the next planned turnaround. This modification enhances consistency and comparability across reporting periods.
Adjusted Gross Margin
Adjusted Gross Margin is defined as Operating income (loss) excluding:
•operating expense (excluding depreciation);
•depreciation and amortization ("D&A");
•Par's portion of interest, taxes, and D&A expense from refining and logistics investments;
•impairment expense;
•loss (gain) on sale of assets, net;
•Par's portion of accounting policy differences from refining and logistics investments;
•inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
•Environmental obligation mark-to-market adjustment (which represents the mark-to-market losses (gains) associated with our net RINs liability and our net obligation associated with the Washington Climate Commitment Act and Clean Fuel Standard); and
•unrealized loss (gain) on derivatives.
The following tables present a reconciliation of Adjusted Gross Margin to the most directly comparable GAAP financial measure, operating income (loss), on a historical basis, for selected segments, for the periods indicated (in thousands):
Three months ended September 30, 2025 Refining Logistics Retail
Operating Income $ 340,769 $ 30,187 $ 19,093
Operating expense (excluding depreciation) 112,781 5,684 21,564
Depreciation, depletion, and amortization 26,596 6,093 2,801
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments
1,078 1,032 -
Inventory valuation adjustment (20,366) - -
Environmental obligation mark-to-market adjustments (6,362) - -
Unrealized gain on derivatives (3,645) - -
Par's portion of accounting policy differences from refining and logistics investments (526) - -
Loss (gain) on sale of assets, net (10) (1) 34
Adjusted Gross Margin (1) $ 450,315 $ 42,995 $ 43,492
Three months ended September 30, 2024 Refining Logistics Retail
Operating Income $ 19,005 $ 26,164 $ 18,274
Operating expense (excluding depreciation) 122,054 3,334 21,661
Depreciation, depletion, and amortization 22,623 5,925 2,680
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 658 861 -
Inventory valuation adjustment 14,057 - -
Environmental obligation mark-to-market adjustments (4,432) - -
Unrealized gain on derivatives (31,772) - -
Adjusted Gross Margin (1) (2) $ 142,193 $ 36,284 $ 42,615
Nine months ended September 30, 2025 Refining Logistics Retail
Operating Income $ 397,368 $ 75,817 $ 55,847
Operating expense (excluding depreciation) 354,998 14,846 63,019
Depreciation, depletion, and amortization 77,912 19,442 7,973
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 3,434 2,749 -
Inventory valuation adjustment (3,523) - -
Environmental obligation mark-to-market adjustments (48) - -
Par's portion of accounting policy differences from refining and logistics investments (1,997) - -
Unrealized gain on derivatives (41,902) - -
Loss (gain) on sale of assets, net 181 (1,418) 35
Adjusted Gross Margin (1) $ 786,423 $ 111,436 $ 126,874
Nine months ended September 30, 2024 Refining Logistics Retail
Operating Income $ 82,811 $ 64,579 $ 45,323
Operating expense (excluding depreciation) 365,031 11,847 67,511
Depreciation, depletion, and amortization 66,584 19,893 8,471
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,037 2,550 -
Inventory valuation adjustment (6,419) - -
Environmental obligation mark-to-market adjustments (18,199) - -
Unrealized loss on derivatives 34,061 - -
Loss (gain) on sale of assets, net - 124 (10)
Adjusted Gross Margin (1) (2) $ 525,906 $ 98,993 $ 121,295
____________________________________________________________________________
(1)For the three and nine months ended September 30, 2025 and 2024, there was no impairment expense in Operating income.
(2)For the three and nine months ended September 30, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.
Adjusted Net Income (Loss) and Adjusted EBITDA
Adjusted Net Income (Loss) is defined as Net income (loss) excluding:
•inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
•Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our RINs and Washington CCA and Clean Fuel Standard);
•unrealized (gain) loss on derivatives;
•acquisition and integration costs;
•redevelopment and other costs related to Par West;
•debt extinguishment and commitment costs;
•increase in (release of) tax valuation allowance and other deferred tax items;
•changes in the value of contingent consideration and common stock warrants;
•severance costs and other non-operating expense (income);
•(gain) loss on sale of assets;
•impairment expense;
•impairment expense associated with our investment in Laramie Energy;
•Par's share of equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions; and
•Par's portion of accounting policy differences from refining and logistics investments.
Adjusted EBITDA is defined as Adjusted Net Income (Loss) excluding:
•D&A;
•interest expense and financing costs, net, excluding interest rate derivative loss (gain);
•cash distributions from Laramie Energy, LLC to Par;
•Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and
•income tax expense (benefit) excluding the increase in (release of) tax valuation allowance.
The following table presents a reconciliation of Adjusted Net Income and Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income, on a historical basis for the periods indicated (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net Income $ 262,631 $ 7,486 $ 291,691 $ 22,373
Inventory valuation adjustment (20,366) 14,057 (3,523) (6,419)
Environmental obligation mark-to-market adjustments (6,362) (4,432) (48) (18,199)
Unrealized loss (gain) on derivatives (3,840) (31,196) (41,363) 33,756
Acquisition and integration costs 1,973 (23) 1,973 68
Par West redevelopment and other costs 4,525 4,006 13,197 9,048
Debt extinguishment and commitment costs - - 25 1,418
Changes in valuation allowance and other deferred tax items (1) 72,688 5,707 81,267 9,238
Severance costs and other non-operating expense (2) 58 (1,490) 1,336 14,648
Loss (gain) on sale of assets, net 23 - (1,202) 114
Equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions (8,202) 336 (10,784) (1,382)
Par's portion of accounting policy differences from refining and logistics investments (526) - (1,997) -
Adjusted Net Income (Loss) (3) (4) 302,602 (5,549) 330,572 64,663
Depreciation, depletion, and amortization 36,284 31,879 107,582 96,679
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) 21,467 22,826 64,687 62,025
Laramie Energy, LLC cash distributions to Par - - - (1,485)
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,110 1,519 6,183 4,587
Income tax expense 10,018 753 11,432 1,258
Adjusted EBITDA (3) $ 372,481 $ 51,428 $ 520,456 $ 227,727
________________________________________
(1)For the three and nine months ended September 30, 2025, we recognized a non-cash deferred tax expense of $72.7 million and $81.3 million, respectively, related to deferred state and federal tax liabilities. For the three and nine months ended September 30, 2024, we recognized a non-cash deferred tax expense of $5.7 million and $9.2 million, respectively, related to deferred state and federal tax liabilities. This tax expense is included in Income tax expense (benefit) on our condensed consolidated statements of operations.
(2)For the nine months ended September 30, 2025 and 2024, we incurred $0.3 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively. For the nine months ended September 30, 2024, we incurred $2.3 million for an estimated legal settlement unrelated to current operating activities.
(3)For the three and nine months ended September 30, 2025 and 2024, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy's asset impairment losses in excess of our basis difference. Please read the Non-GAAP Performance Measures discussion above for information regarding changes to the components of Adjusted Net Income (Loss) and Adjusted EBITDA made during the reporting periods.
(4)For the three and nine months ended September 30, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.
Adjusted EBITDA by Segment
Adjusted EBITDA by segment is defined as Operating income (loss) excluding:
•D&A;
•inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
•Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington CCA and Clean Fuel Standard);
•unrealized (gain) loss on derivatives;
•acquisition and integration costs;
•redevelopment and other costs related to Par West;
•severance costs and other non-operating expense (income);
•(gain) loss on sale of assets;
•impairment expense;
•Par's portion of interest, taxes, and D&A expense from refining and logistics investments; and
•Par's portion of accounting policy differences from refining and logistics investments.
Adjusted EBITDA by segment also includes Gain on curtailment of pension obligation and Other income (loss), net, which are presented below Operating income (loss) on our condensed consolidated statement of operations.
The following table presents a reconciliation of Adjusted EBITDA by segment to the most directly comparable GAAP financial measure, Operating income (loss), on a historical basis, for our operating segments for the periods indicated (in thousands):
Three Months Ended September 30, 2025 Refining Logistics Retail Corporate and Other
Operating income (loss) by segment $ 340,769 $ 30,187 $ 19,093 $ (31,533)
Depreciation, depletion and amortization 26,596 6,093 2,801 794
Inventory valuation adjustment (20,366) - - -
Environmental obligation mark-to-market adjustments (6,362) - - -
Unrealized gain on commodity derivatives (3,645) - - -
Acquisition and integration costs - - - 1,973
Par West redevelopment and other costs - - - 4,525
Severance costs and other non-operating expense 58 - - -
Par's portion of accounting policy differences from refining and logistics investments (526) - - -
Loss (gain) on sale of assets, net (10) (1) 34 -
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 1,078 1,032 - -
Other loss, net - - - (109)
Adjusted EBITDA (1) $ 337,592 $ 37,311 $ 21,928 $ (24,350)
Three Months Ended September 30, 2024 Refining Logistics Retail Corporate and Other
Operating income (loss) by segment $ 19,005 $ 26,164 $ 18,274 $ (27,012)
Depreciation, depletion and amortization 22,623 5,925 2,680 651
Inventory valuation adjustment 14,057 - - -
Environmental obligation mark-to-market adjustments (4,432) - - -
Unrealized gain on derivatives (31,772) - - -
Acquisition and integration costs - - - (23)
Par West redevelopment and other costs - - - 4,006
Severance costs and other non-operating expense - - - (1,490)
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 658 861 - -
Other income, net - - - 1,253
Adjusted EBITDA (1) (2) $ 20,139 $ 32,950 $ 20,954 $ (22,615)
Nine months ended September 30, 2025 Refining Logistics Retail Corporate and Other
Operating income (loss) by segment $ 397,368 $ 75,817 $ 55,847 $ (89,532)
Depreciation, depletion and amortization 77,912 19,442 7,973 2,255
Inventory valuation adjustment (3,523) - - -
Environmental obligation mark-to-market adjustments (48) - - -
Unrealized gain on derivatives (41,902) - - -
Acquisition and integration costs - - - 1,973
Par West redevelopment and other costs - - - 13,197
Severance costs and other non-operating expense 259 193 44 840
Par's portion of accounting policy differences from refining and logistics investments (1,997) - - -
Loss (gain) on sale of assets, net 181 (1,418) 35 -
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 3,434 2,749 - -
Other loss, net - - - (643)
Adjusted EBITDA (1) $ 431,684 $ 96,783 $ 63,899 $ (71,910)
Nine months ended September 30, 2024 Refining Logistics Retail Corporate and Other
Operating income (loss) by segment $ 82,811 $ 64,579 $ 45,323 $ (98,126)
Depreciation, depletion and amortization 66,584 19,893 8,471 1,731
Inventory valuation adjustment (6,419) - - -
Environmental obligation mark-to-market adjustments (18,199) - - -
Unrealized loss on derivatives 34,061 - - -
Acquisition and integration costs - - - 68
Par West redevelopment and other costs - - - 9,048
Severance costs and other non-operating expense 642 - - 14,006
Loss (gain) on sale of assets, net - 124 (10) -
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments 2,037 2,550 - -
Other loss, net - - - (1,447)
Adjusted EBITDA (1) (2) $ 161,517 $ 87,146 $ 53,784 $ (74,720)
________________________________________
(1)For the three and nine months ended September 30, 2025 and 2024, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy's asset impairment losses in excess of our basis difference.
(2)For the three and nine months ended September 30, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.
Factors Impacting Segment Results
Operating Income
Three months ended September 30, 2025 compared to the three months ended September 30, 2024
Refining. Operating income for our refining segment was $340.8 million for the three months ended September 30, 2025, an increase of $321.8 million compared to $19.0 million for the three months ended September 30, 2024. Please read the Adjusted Gross Margin discussion below for additional information. The increase in operating income was primarily driven by:
• a decrease of $169.0 million in environmental costs across all our refineries, including an SRE benefit of $199.5 million at our Montana, Washington and Wyoming refineries,
• an increase of $125.3 million primarily related to higher crack spreads at our Washington, Montana and Hawaii refineries,
• a decrease in feedstock and purchased product costs of $34.7 million at our Hawaii refinery, and
• an increase of $13.0 million related to favorable changes in feedstock differentials at our Montana refinery,
partially offset by:
• a decrease of $32.6 million related to unfavorable derivative impacts, and
• a decrease of $20.0 million due to lower refined product sales at our Montana and Hawaii refineries.
Logistics.Operating income for our logistics segment was $30.2 million for the three months ended September 30, 2025, an increase of $4.0 million compared to $26.2 million for the three months ended September 30, 2024. The increase was primarily due to a decrease in cost of revenues of $3.4 million driven by lower employee costs and repair and maintenance expenses and an increase in third-party revenues of $2.1 million, partially offset by an increase in operating expenses, excluding D&A, primarily driven by higher operating costs.
Retail.Operating income for our retail segment was $19.1 million for the three months ended September 30, 2025, an increase of $0.8 million compared to $18.3 million for the three months ended September 30, 2024. The increase was primarily due to a $0.9 million increase in merchandise margin.
Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Refining. Operating income for our refining segment was $397.4 million for the nine months ended September 30, 2025, an improvement of $314.6 million compared to $82.8 million for the nine months ended September 30, 2024. The increase in operating income was primarily driven by:
•
an increase of $143.2 million related to higher crack spreads at our Washington and Montana refineries,
• a decrease of $115.7 million in environmental costs across all of our refineries, including an SRE benefit of $199.5 million at our Montana, Washington and Wyoming refineries, partially offset by an increase in costs due to current period production, and
• an increase of $63.0 million due to favorable derivative impacts,
partially offset by:
• a decrease of $26.0 million related to lower realized crack spreads due to product mix at our Hawaii refinery.
Logistics.Operating income for our logistics segment was $75.8 million for the nine months ended September 30, 2025, an increase of $11.2 million compared to $64.6 million for the nine months ended September 30, 2024. The increase was primarily due to a decrease in cost of revenues of $8.7 million driven by lower repair and maintenance costs and lower variable expenses and an increase in third-party revenues of $3.0 million.
Retail.Operating income for our retail segment was $55.8 million for the nine months ended September 30, 2025, an increase of $10.5 million compared to $45.3 million for the nine months ended September 30, 2024. The increase in operating income was primarily due to a decrease in operating expenses, excluding D&A, of $4.5 million driven by decreases in employee costs, repairs and maintenance expenses, and outside services costs. Other impacts include a $2.8 million increase in fuel margins, a $1.5 million increase in merchandise margins and a $1.2 million increase driven by higher fuel sales volumes.
Adjusted Gross Margin
Three months ended September 30, 2025 compared to the three months ended September 30, 2024
Refining. For the three months ended September 30, 2025, our refining Adjusted Gross Margin was $450.3 million, an increase of $308.1 million compared to $142.2 million for the three months ended September 30, 2024. The increase was primarily driven by an SRE benefit of $202.6 million and a $116.9 million increase in crack spreads, partially offset by unfavorable feedstock costs and other factors described below.
•Adjusted Gross Margin for the Montana refinery increased by $14.99 per barrel from $12.42 per barrel during the three months ended September 30, 2024, to $27.41 per barrel, including an SRE impact of $10.75 per barrel, during the three months ended September 30, 2025. The increase in Adjusted Gross Margin was primarily due to an SRE benefit of $57.6 million, favorable crack spreads and impacts from realized derivatives, partially offset by unfavorable changes in feedstock costs. The Montana Index improved $2.67 per barrel, or 17%, in the third quarter of 2025 compared to the comparable period in 2024. The Montana 6.3.2.1 Product Crack improved $4.29 per barrel, or 16%.
•Adjusted Gross Margin for the Washington refinery increased by $30.70 per barrel from $1.76 per barrel during the three months ended September 30, 2024, to $32.46 per barrel, including a SRE benefit impact of $20.96 per barrel, during the three months ended September 30, 2025. The increase in Adjusted Gross Margin was primarily due to an SRE benefit of $74.4 million and favorable crack spreads, partially offset by unfavorable changes in feedstock costs. The Washington Index improved $12.19 per barrel, or 273%, in the third quarter of 2025 compared to the comparable period in 2024. The Washington 3.1.1.1 Product Crack improved $13.52 per barrel, or 107%.
•Adjusted Gross Margin for the Hawaii refinery increased by $5.30 per barrel from $6.10 per barrel during the three months ended September 30, 2024, to $11.40 per barrel during the three months ended September 30, 2025. The increase in Adjusted Gross Margin was primarily due to favorable purchased product costs and higher crack spreads, partially offset by unfavorable changes in feedstock costs and realized derivatives. The Hawaii Index improved $5.78 per barrel, or 129%, in the third quarter of 2025 compared to the comparable period in 2024. The Singapore 3.1.2 Product Crack improved $5.34 per barrel, or 49%.
•Adjusted Gross Margin for the Wyoming refinery increased by $44.57 per barrel from $13.65 per barrel during the three months ended September 30, 2024, to $58.22 per barrel, including an SRE benefit impact of $40.12 per barrel, during the three months ended September 30, 2025. The increase in Adjusted Gross Margin was primarily driven by an SRE benefit of $70.5 million. The Wyoming Index improved $2.31 per barrel, or 13%, in the third quarter of 2025 compared to the comparable period in 2024. The Wyoming 2.1.1 Product Crack improved $1.99 per barrel or 10%.
Logistics. For the three months ended September 30, 2025, our logistics Adjusted Gross Margin was $43.0 million, an increase of $6.7 million compared to $36.3 million for the three months ended September 30, 2024. The increase is primarily due to an increase in third-party revenues of $2.1 million and lower repair and maintenance and variable expenses of $2.6 million.
Retail. For the three months ended September 30, 2025, our retail Adjusted Gross Margin was $43.5 million, an increase of $0.9 million compared to $42.6 million for the three months ended September 30, 2024. The increase was primarily due to a $0.9 million increase in merchandise margins in the three months ended September 30, 2025, compared to the comparable period in 2024.
Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Refining. For the nine months ended September 30, 2025, our refining Adjusted Gross Margin was $786.4 million, an increase of $260.5 million compared to $525.9 million for the nine months ended September 30, 2024. The increase was primarily driven by an SRE benefit of $202.6 million, and a $106.5 million increase in crack spreads, and other factors as described below.
•Adjusted Gross Margin for the Hawaii refinery improved by $0.12 per barrel from $10.06 per barrel during the nine months ended September 30, 2024, to $10.18 per barrel during the nine months ended September 30, 2025. The increase was primarily due to lower purchased product costs, favorable intermediation costs, partially offset by
unfavorable changes in feedstock costs and lower realized crack spreads due to product mix. The Hawaii Index improved $1.02 per barrel, or 13%, and yield increased 1%. The Singapore 3.1.2 Product Crack improved $0.31 per barrel, or 2%.
•Adjusted Gross Margin for the Wyoming refinery increased by $24.00 per barrel from $14.42 per barrel during the nine months ended September 30, 2024, to $38.42 per barrel, including an SRE benefit impact of $19.86 per barrel, during the nine months ended September 30, 2025. The increase was primarily driven by an SRE benefit of $70.5 million. The Wyoming Index improved $3.12 per barrel, or 18%.The Wyoming 2.1.1 Product Crack improved $3.01 per barrel or 16%.
•Adjusted Gross Margin for the Montana refinery increased by $4.35 per barrel from $14.15 per barrel during the nine months ended September 30, 2024, to $18.50 per barrel, including an SRE benefit impact of $4.10 per barrel, during the nine months ended September 30, 2025. The increase was primarily due to an SRE benefit of $57.6 million, favorable realized derivatives impacts, and improved crack spreads, partially offset by unfavorable changes in feedstock costs. The Montana Index declined $2.02 per barrel, or 12%. The Montana 6.3.2.1 Product Crack improved $1.92 per barrel, or 8%.
•Adjusted Gross Margin for the Washington refinery increased by $11.36 per barrel from $4.03 per barrel during the nine months ended September 30, 2024 to $15.39 per barrel, including an SRE benefit impact of $6.94 per barrel, during the nine months ended September 30, 2025. The increase was primarily due to an SRE benefit of $74.4 million and improved crack spreads, partially offset by unfavorable changes in feedstock costs. The Washington Index improved $6.49 per barrel, or 115%. The Washington 3.1.1.1 Product Crack improved $7.53 per barrel, or 57%.
Logistics. For the nine months ended September 30, 2025, our logistics Adjusted Gross Margin was $111.4 million, an increase of $12.4 million compared to $99.0 million for the nine months ended September 30, 2024. The increase was primarily due to a decrease of $8.7 million in cost of revenues driven by lower repair and maintenance costs and lower variable expenses, partially offset by lower throughput driven by the 2025 Wyoming operational incident.
Retail. For the nine months ended September 30, 2025, our retail Adjusted Gross Margin was $126.9 million, an increase of $5.6 million compared to $121.3 million for the nine months ended September 30, 2024. The increase was primarily due to a $2.8 million increase in fuel margins, a $1.5 million increase in merchandise margins and a 1% increase in sales volumes.
Discussion of Consolidated Results
Three months ended September 30, 2025 compared to the three months ended September 30, 2024
Revenues.For the three months ended September 30, 2025, revenues were $2.0 billion, a $0.1 billion decrease compared to $2.1 billion for the three months ended September 30, 2024. The decrease was primarily driven by lower refining revenue due to a $0.2 billion decrease related to lower crude oil prices and a 4% decrease in sales volumes, partially offset by a $0.1 billion increase due to higher average product crack spreads. Average WTI crude oil prices decreased 14% and average Brent crude oil prices decreased 13% as compared to the prior period. The Combined Index increased 66% compared to the third quarter of 2024. Revenues at our retail segment increased $1.1 million primarily due to a 2% increase in fuel sales volumes. Please read our key operating statistics for further information.
Cost of Revenues (Excluding Depreciation). For the three months ended September 30, 2025, cost of revenues (excluding depreciation) was $1.5 billion, a decrease of $0.4 billion when compared to $1.9 billion for the three months ended September 30, 2024. The decrease was primarily driven by a $0.2 billion benefit related to SREs granted for the 2019 through 2024 compliance years and lower crude oil prices, as discussed above.
Operating Expense (Excluding Depreciation). For the three months ended September 30, 2025, operating expense (excluding depreciation) was $140.0 million, a $7.0 million decrease when compared to $147.0 million for the three months ended September 30, 2024. The decrease was primarily driven by a $14.1 million decrease related to our Montana operations, primarily lower repair and maintenance costs, lower materials and supplies costs, lower travel and entertainment expenses, and lower utility expenses, partially offset by an increase in other operating and employee costs.
Depreciation and Amortization. For the three months ended September 30, 2025, D&A was $36.3 million, an increase of $4.4 million compared to $31.9 million for the three months ended September 30, 2024. The increase was primarily driven by a $4.0 million increase in Montana deferred turnaround asset amortization. We completed turnarounds at the Montana refinery in 2024 and 2025.
General and Administrative Expense (Excluding Depreciation). For the three months ended September 30, 2025, general and administrative expense (excluding depreciation) was $24.2 million, an increase of $1.8 million compared to $22.4 million for the three months ended September 30, 2024, primarily driven by higher employee costs, partially offset by lower renewable project costs within general administrative expenses.
Equity Earnings From Refining and Logistics Investments. During the three months ended September 30, 2025, Equity earnings from refining and logistics investments, related to YELP and YPLC, were $6.4 million, an increase of $3.4 million compared to $3.0 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, our proportionate share of YELP's net income and YPLC's net income was $4.2 million and $2.5 million, respectively. For the three months ended September 30, 2024, our proportionate share of YELP's net income and YPLC's net income was $1.4 million and $1.9 million, respectively. Please read Note 3-Refining and Logistics Equity Investments for further information.
Acquisition and Integration Costs. For the three months ended September 30, 2025, we incurred $2.0 million of acquisition and integration costs, primarily related to the establishment of the renewable fuels facility joint venture. For the three months ended September 30, 2024, we incurred an immaterial amount of acquisition and integration costs. Please read Recent Events Affecting Comparability of Periods - Renewable Fuels Facility Joint Venture and Note 19-Subsequent Events for further information.
Par West Redevelopment and Other Costs. For the three months ended September 30, 2025, Par West redevelopment and other costs were $4.5 million, an increase of $0.5 million compared to $4.0 million for the three months ended September 30, 2024, primarily due to an increase in redevelopment activities.
Interest Expense and Financing Costs, Net.For the three months ended September 30, 2025, our interest expense and financing costs were $21.3 million, a decrease of $2.1 million compared to $23.4 million for the three months ended September 30, 2024, primarily due to lower interest expense and fees related to our ABL credit facility driven by a decrease in interest rates. This was partially offset by higher interest expense related to our Term Loan Credit Agreement and interest expense related to our Product Financing Agreement, which closed in June 2025.
Equity earnings (losses) from Laramie Energy, LLC.For the three months ended September 30, 2025, Equity earnings from Laramie Energy, LLC were $8.2 million compared to Equity losses from Laramie Energy, LLC of $0.3 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, our proportionate share of Laramie Energy's net income was $6.6 million and the accretion of basis difference was $1.6 million. For three months ended September 30, 2024, our proportionate share of Laramie Energy's net loss was $2.0 million, partially offset by the accretion of basis difference of $1.6 million. Please read Note 4-Investment in Laramie Energy for further discussion.
Income Taxes.For the three months ended September 30, 2025, our income tax expense was $82.7 million, an increase of $76.2 million compared to $6.5 million for three months ended September 30, 2024, primarily related to our higher third quarter of 2025 pre-tax net income. Please read Note 17-Income Taxes for further discussion.
Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Revenues. For the nine months ended September 30, 2025, revenues were $5.7 billion, a $0.4 billion decrease compared to $6.1 billion for the nine months ended September 30, 2024. The decrease was primarily driven by lower refining revenue due to a $0.5 billion decrease related to lower crude oil prices. Average Brent crude oil prices decreased 15% and average WTI crude oil prices decreased 14% as compared to the prior period. The Combined Index increased 10% as compared to the prior period. Revenues at our retail segment decreased $8.8 million, primarily due to a 4% decrease in fuel prices, partially offset by a 1% increase in fuel sales volumes and a 1% increase in merchandise revenue. Please read our key operating statistics for further information.
Cost of Revenues (Excluding Depreciation). For the nine months ended September 30, 2025, cost of revenues (excluding depreciation) was $4.6 billion, an $0.8 billion decrease compared to $5.4 billion for the nine months ended September 30, 2024, primarily driven by crude oil prices, as discussed above, and an SRE benefit of $0.2 billion related to SREs granted for the 2019 through 2024 compliance years, partially offset by unfavorable feedstock costs.
Operating Expense (Excluding Depreciation). For the nine months ended September 30, 2025, operating expense (excluding depreciation) was $432.9 million, a decrease of $11.5 million compared to $444.4 million for the nine months ended September 30, 2024. The decrease was primarily driven by lower operating expenses at our Montana refinery, which had two turnarounds in 2024 and one turnaround in 2025, partially offset by higher operating expenses at our Wyoming refinery driven by our response to the operational incident in the first quarter of 2025. Other factors include lower outside services costs,
environmental expenses, utilities expenses, materials and supplies, and other operating costs, partially offset by higher rent expenses and employee costs.
Depreciation and Amortization. For the nine months ended September 30, 2025, D&A was $107.6 million, an increase of $10.9 million compared to $96.7 million for the nine months ended September 30, 2024. The increase was primarily driven by a $12.8 million increase in Montana and a $3.1 million increase in Wyoming related to equipment damaged as a result of the February 2025 operational incident, partially offset by a $4.8 million decrease in D&A at our Hawaii Refinery reflecting fully amortized turnaround assets. The Montana refinery completed turnarounds in 2024 and 2025; our Hawaii refinery last completed a turnaround in 2020.
General and Administrative Expense (Excluding Depreciation). For the nine months ended September 30, 2025, general and administrative expense (excluding depreciation) was $72.1 million, a decrease of $15.2 million compared to $87.3 million for the nine months ended September 30, 2024. The decrease was primarily due to $13.1 million of stock based compensation expenses related to CEO transition costs in the first quarter of 2024 with no similar 2025 expenses and lower renewable project costs of $7.5 million. Other factors include lower information technology expenses, outside services costs, and travel and entertainment expenses, partially offset by higher employee costs and current year severance costs.
Equity Earnings From Refining and Logistics Investments. For the nine months ended September 30, 2025, equity earnings from refining and logistics investments were $21.2 million, an increase of $8.4 million compared to $12.8 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, our proportionate share of YELP's net income and YPLC's net income was $15.7 million and $6.4 million, respectively. For the nine months ended September 30, 2024, our proportionate share of YELP's net income and YPLC's net income was $8.2 million and $5.6 million, respectively. Please read Note 3-Refining and Logistics Equity Investments for additional information.
Acquisition and Integration Costs. For the nine months ended September 30, 2025, we incurred $2.0 million of acquisition and integration costs, primarily related to the establishment of the renewable fuel facility joint venture. For the nine months ended September 30, 2024, we incurred an immaterial amount of acquisition and integration costs. Please read Recent Events Affecting Comparability of Periods - Renewable Fuels Facility Joint Venture and Note 19-Subsequent Events for further information.
Par West Redevelopment and Other Costs. For the nine months ended September 30, 2025, Par West redevelopment and other costs were $13.2 million, an increase of $4.2 million compared to $9.0 million for the nine months ended September 30, 2024. The increase was primarily due to an increase in redevelopment activities.
Loss (Gain) on Sale of Assets, Net. For the nine months ended September 30, 2025, there was a $1.2 million gain on sale of assets, net, which resulted primarily from the sale of property in Hawaii. For the nine months ended September 30, 2024, the loss on sale of assets, net was immaterial.
Interest Expense and Financing Costs, Net.For the nine months ended September 30, 2025, our interest expense and financing costs were $65.2 million, an increase of $3.5 million compared to $61.7 million for the nine months ended September 30, 2024, primarily due to an increase in interest expense due to higher outstanding balances under our ABL Credit Facility, costs associated with our interest rate derivatives, lower interest income from our investment accounts, and higher interest expense related to our Term Loan Credit Agreement, partially offset by lower interest expense and financing costs under our Supply and Offtake Agreement, and our LC Facility, both terminated in May 2024. Other increases include higher interest expense and financing fees under our Inventory Intermediation Agreement and interest expense related to our Product Financing Agreement, which closed in June 2025. Please read Note 8-Inventory Financing Agreements and Note 10-Debt for further information.
Debt Extinguishment and Commitment Costs.During the nine months ended September 30, 2025, we incurred an immaterial amount of debt extinguishment and commitment costs. For the nine months ended September 30, 2024, we incurred debt extinguishment and commitment costs of $1.4 million related to the repricing of our Term Loan Credit Agreement, the termination of our LC Facility, and the expiration of our Supply and Offtake Agreement in the second quarter of 2024. Please read Note 8-Inventory Financing Agreements and Note 10-Debt for further information.
Other Expense, Net. For the nine months ended September 30, 2025, other expense was $0.6 million, a decrease of $0.8 million compared to $1.4 million of other expense for the nine months ended September 30, 2024. The decrease was primarily due to $1.5 million of 2024 legal expenses unrelated to operating activities with no similar 2025 expenses.
Equity Earnings from Laramie Energy, LLC.For the nine months ended September 30, 2025, Equity earnings from Laramie Energy, LLC were $10.8 million, an increase of $7.9 million compared to $2.9 million for the nine months ended
September 30, 2024. For the nine months ended September 30, 2025, our proportionate share of Laramie Energy's net income was $5.9 million and the accretion of basis difference was $4.8 million. For the nine months ended September 30, 2024, the accretion of basis was $4.8 million, partially offset by our proportionate share of Laramie Energy's net loss of $2.0 million. On April 29, 2024, Laramie Energy made a one-time cash distribution to its owners, including us, based on ownership percentage. Our share of this distribution was $1.5 million. Please read Note 4-Investment in Laramie Energy for further discussion.
Income Taxes.For the nine months ended September 30, 2025, income tax expense was $92.7 million, an increase of $82.2 million compared to $10.5 million for the nine months ended September 30, 2024, primarily related to our higher 2025 pre-tax net income. Please read Note 17-Income Taxes for further discussion.
Consolidating Condensed Financial Information
On February 28, 2023, Par Petroleum, LLC ("Par Borrower") entered into the Term Loan Credit Agreement (the "Term Loan Credit Agreement") due 2030 with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Term Loan Credit Agreement was co-issued by Par Petroleum Finance Corp. (together with the Par Borrower, the "Term Loan Borrowers"), which has no independent assets or operations. The Term Loan Credit Agreement is guaranteed on a senior unsecured basis only as to payment of principal and interest by Par Pacific Holdings, Inc. (the "Parent") and is guaranteed on a senior secured basis by all of the subsidiaries of Par Borrower. The Term Loan Credit Agreement proceeds were used to refinance our existing Term Loan B Facility and repurchase our outstanding 7.75% Senior Secured Notes and 12.875% Senior Secured Notes, all three of which had similar guarantees that were replaced by those on the Term Loan Credit Agreement.
The following supplemental condensed consolidating financial information reflects (i) the Parent's separate accounts, (ii) Par Borrower and its consolidated subsidiaries' accounts (which are all guarantors of the Term Loan Credit Agreement), (iii) the accounts of subsidiaries of the Parent that are not guarantors of the Term Loan Credit Agreement and consolidating adjustments and eliminations, and (iv) the Parent's consolidated accounts for the dates and periods indicated. For purposes of the following condensed consolidating information, the Parent's investment in its subsidiaries is accounted for under the equity method of accounting (dollar amounts in thousands).
As of September 30, 2025
Parent Guarantor
Par Borrower and Subsidiaries
Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries
ASSETS
Current assets
Cash and cash equivalents $ 4,828 $ 154,227 $ - $ 159,055
Restricted cash 350 - - 350
Trade accounts receivable - 349,112 3 349,115
Inventories - 1,351,387 - 1,351,387
Prepaid and other current assets 3,579 118,651 - 122,230
Due from related parties 558,108 - (558,108) -
Total current assets 566,865 1,973,377 (558,105) 1,982,137
Property, plant, and equipment
Property, plant, and equipment 26,070 1,800,973 3,956 1,830,999
Less accumulated depreciation and amortization (18,791) (623,736) (3,639) (646,166)
Property, plant, and equipment, net 7,279 1,177,237 317 1,184,833
Long-term assets
Operating lease right-of-use ("ROU") assets
6,888 408,537 - 415,425
Refining and logistics equity investments - - 96,668 96,668
Investment in Laramie Energy, LLC - - 23,282 23,282
Investment in subsidiaries 1,069,389 - (1,069,389) -
Intangible assets, net - 8,787 - 8,787
Goodwill - 126,678 2,597 129,275
Other long-term assets 726 193,555 41,894 236,175
Total assets $ 1,651,147 $ 3,888,171 $ (1,462,736) $ 4,076,582
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt $ - $ 5,032 $ - $ 5,032
Obligations under inventory financing agreements - 240,720 - 240,720
Accounts payable 5,121 442,503 - 447,624
Accrued taxes (13) 43,236 - 43,223
Operating lease liabilities 482 96,045 - 96,527
Other accrued liabilities 1,559 466,349 7,532 475,440
Due to related parties 237,084 387,958 (625,042) -
Total current liabilities 244,233 1,681,843 (617,510) 1,308,566
Long-term liabilities
Long-term debt, net of current maturities - 962,061 - 962,061
Finance lease liabilities 505 14,740 (3,941) 11,304
Operating lease liabilities 10,347 328,068 - 338,415
Other liabilities - 141,990 (81,816) 60,174
Total liabilities 255,085 3,128,702 (703,267) 2,680,520
Commitments and contingencies
Stockholders' equity
Common stock 502 - - 502
Additional paid-in capital 893,686 (78,733) 78,733 893,686
Accumulated earnings (deficit) 491,747 830,179 (830,179) 491,747
Accumulated other comprehensive income (loss) 10,127 8,023 (8,023) 10,127
Total stockholders' equity 1,396,062 759,469 (759,469) 1,396,062
Total liabilities and stockholders' equity $ 1,651,147 $ 3,888,171 $ (1,462,736) $ 4,076,582
As of December 31, 2024
Parent Guarantor
Par Borrower and Subsidiaries
Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries
ASSETS
Current assets
Cash and cash equivalents $ 7,095 $ 184,826 $ - $ 191,921
Restricted cash 346 - - 346
Trade accounts receivable - 398,131 - 398,131
Inventories - 1,089,318 - 1,089,318
Prepaid and other current assets 12,355 80,172 - 92,527
Due from related parties 368,222 - (368,222) -
Total current assets 388,018 1,752,447 (368,222) 1,772,243
Property, plant, and equipment
Property, plant, and equipment 24,536 1,702,474 3,956 1,730,966
Less accumulated depreciation and amortization (17,240) (553,918) (3,499) (574,657)
Property, plant, and equipment, net 7,296 1,148,556 457 1,156,309
Long-term assets
Operating lease right-of-use ("ROU") assets
7,369 420,751 - 428,120
Refining and logistics equity investments - - 86,311 86,311
Investment in Laramie Energy, LLC - - 12,498 12,498
Investment in subsidiaries 993,901 - (993,901) -
Intangible assets, net - 9,520 - 9,520
Goodwill - 126,678 2,597 129,275
Other long-term assets 726 111,206 123,163 235,095
Total assets $ 1,397,310 $ 3,569,158 $ (1,137,097) $ 3,829,371
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt $ - $ 4,885 $ - $ 4,885
Obligations under inventory financing agreements - 194,198 - 194,198
Accounts payable 4,257 432,538 - 436,795
Accrued taxes - 36,027 - 36,027
Operating lease liabilities 4 80,170 - 80,174
Other accrued liabilities 1,796 342,062 330 344,188
Due to related parties 189,232 156,619 (345,851) -
Total current liabilities 195,289 1,246,499 (345,521) 1,096,267
Long-term liabilities
Long-term debt, net of current maturities - 1,108,082 - 1,108,082
Finance lease liabilities 464 15,313 (4,087) 11,690
Operating lease liabilities 10,255 351,837 - 362,092
Other liabilities - 131,813 (71,875) 59,938
Total liabilities 206,008 2,853,544 (421,483) 2,638,069
Commitments and contingencies
Stockholders' equity
Preferred stock - - - -
Common stock 552 - - 552
Additional paid-in capital 884,548 161,642 (161,642) 884,548
Accumulated earnings (deficit) 295,846 545,720 (545,720) 295,846
Accumulated other comprehensive income (loss) 10,356 8,252 (8,252) 10,356
Total stockholders' equity 1,191,302 715,614 (715,614) 1,191,302
Total liabilities and stockholders' equity $ 1,397,310 $ 3,569,158 $ (1,137,097) $ 3,829,371
Three Months Ended September 30, 2025
Parent Guarantor
Par Borrower and Subsidiaries
Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries
Revenues $ - $ 2,012,932 $ 4 $ 2,012,936
Operating expenses
Cost of revenues (excluding depreciation) - 1,453,697 - 1,453,697
Operating expense (excluding depreciation) - 140,029 - 140,029
Depreciation and amortization 546 35,691 47 36,284
General and administrative expense (excluding depreciation) 6,257 17,985 - 24,242
Equity earnings from refining and logistics investments - - (6,353) (6,353)
Acquisition and integration costs 1,973 - - 1,973
Par West redevelopment and other costs - 4,525 - 4,525
Loss (gain) on sale of assets, net - 23 - 23
Total operating expenses 8,776 1,651,950 (6,306) 1,654,420
Operating income (loss) (8,776) 360,982 6,310 358,516
Other income (expense)
Interest expense and financing costs, net (15) (21,342) 85 (21,272)
Debt extinguishment and commitment costs - - - -
Other income (expense), net (5) (104) - (109)
Equity earnings (losses) from subsidiaries 271,427 - (271,427) -
Equity earnings (losses) from Laramie Energy, LLC - - 8,202 8,202
Total other income (expense), net 271,407 (21,446) (263,140) (13,179)
Income (loss) before income taxes 262,631 339,536 (256,830) 345,337
Income tax benefit (expense) (1) - (82,741) 35 (82,706)
Net income (loss) $ 262,631 $ 256,795 $ (256,795) $ 262,631
Adjusted EBITDA $ (6,262) $ 370,802 $ 7,941 $ 372,481
Three Months Ended September 30, 2024
Parent Guarantor
Par Borrower and Subsidiaries
Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries
Revenues $ - $ 2,143,933 $ - $ 2,143,933
Operating expenses
Cost of revenues (excluding depreciation) - 1,905,200 - 1,905,200
Operating expense (excluding depreciation) - 147,062 (13) 147,049
Depreciation and amortization 437 31,397 45 31,879
General and administrative expense (excluding depreciation) 5,713 16,674 12 22,399
Equity earnings from refining and logistics investments - - (3,008) (3,008)
Acquisition and integration costs - (23) - (23)
Par West redevelopment and other costs - 4,006 - 4,006
Loss (gain) on sale of assets, net - - - -
Total operating expenses 6,150 2,104,316 (2,964) 2,107,502
Operating income (loss)
(6,150) 39,617 2,964 36,431
Other income (expense)
Interest expense and financing costs, net (19) (23,468) 85 (23,402)
Debt extinguishment and commitment costs - - - -
Other income (expense), net (7) 1,260 - 1,253
Equity earnings (losses) from subsidiaries 13,663 - (13,663) -
Equity earnings (losses) from Laramie Energy, LLC - - (336) (336)
Total other income (expense), net 13,637 (22,208) (13,914) (22,485)
Income (loss) before income taxes 7,487 17,409 (10,950) 13,946
Income tax benefit (expense) (1) - (4,682) (1,778) (6,460)
Net income (loss) $ 7,487 $ 12,727 $ (12,728) $ 7,486
Adjusted EBITDA $ (7,210) $ 54,110 $ 4,528 $ 51,428
Nine Months Ended September 30, 2025
Parent Guarantor Issuer and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries
Revenues $ - $ 5,651,376 $ 34 $ 5,651,410
Operating expenses
Cost of revenues (excluding depreciation) - 4,606,536 - 4,606,536
Operating expense (excluding depreciation) - 432,863 - 432,863
Depreciation and amortization 1,551 105,890 141 107,582
General and administrative expense (excluding depreciation) 20,791 51,342 - 72,133
Equity earnings from refining and logistics investments - - (21,172) (21,172)
Acquisition and integration costs 1,973 - - 1,973
Par West redevelopment and other costs - 13,197 - 13,197
Loss (gain) on sale of assets, net - (1,202) - (1,202)
Total operating expenses 24,315 5,208,626 (21,031) 5,211,910
Operating income (loss) (24,315) 442,750 21,065 439,500
Other income (expense)
Interest expense and financing costs, net (65) (65,419) 258 (65,226)
Debt extinguishment and commitment costs - (25) - (25)
Other income (expense), net (22) (621) - (643)
Equity earnings (losses) from subsidiaries 316,093 - (316,093) -
Equity earnings (losses) from Laramie Energy, LLC - - 10,784 10,784
Total other income (expense), net 316,006 (66,065) (305,051) (55,110)
Income (loss) before income taxes 291,691 376,685 (283,986) 384,390
Income tax benefit (expense) (1) - (92,226) (473) (92,699)
Net income (loss) $ 291,691 $ 284,459 $ (284,459) $ 291,691
Adjusted EBITDA $ (20,603) $ 515,667 $ 25,392 $ 520,456
Nine Months Ended September 30, 2024
Parent Guarantor Issuer and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries
Revenues $ - $ 6,142,224 $ 12 $ 6,142,236
Operating expenses
Cost of revenues (excluding depreciation) - 5,422,875 - 5,422,875
Operating expense (excluding depreciation) - 444,402 (13) 444,389
Depreciation and amortization 1,164 95,375 140 96,679
General and administrative expense (excluding depreciation) 28,078 59,244 - 87,322
Equity earnings from refining and logistics investments - - (12,846) (12,846)
Acquisition and integration costs - 68 - 68
Par West redevelopment and other costs - 9,048 - 9,048
Loss (gain) on sale of assets, net - 114 - 114
Total operating expenses 29,242 6,031,126 (12,719) 6,047,649
Operating income (loss)
(29,242) 111,098 12,731 94,587
Other income (expense)
Interest expense and financing costs, net (19) (61,966) 265 (61,720)
Debt extinguishment and commitment costs - (1,418) - (1,418)
Other income (expense), net (24) (1,421) (2) (1,447)
Equity earnings (losses) from subsidiaries 51,658 - (51,658) -
Equity earnings (losses) from Laramie Energy, LLC - - 2,867 2,867
Total other income (expense), net 51,615 (64,805) (48,528) (61,718)
Income (loss) before income taxes 22,373 46,293 (35,797) 32,869
Income tax benefit (expense) (1) - (11,453) 957 (10,496)
Net income (loss) $ 22,373 $ 34,840 $ (34,840) $ 22,373
Adjusted EBITDA $ (20,748) $ 231,019 $ 17,456 $ 227,727
________________________________________
(1) The income tax benefit (expense) of the Parent Guarantor and Issuer and Subsidiaries is determined using the separate return method. The Non-Guarantor Subsidiaries and Eliminations column includes tax benefits recognized at the Par consolidated level that are primarily associated with changes to the consolidated valuation allowance and other deferred tax balances.
Non-GAAP Financial Measures
Adjusted EBITDA for the supplemental consolidating condensed financial information, which is segregated at the "Parent Guarantor," "Par Borrower and Subsidiaries," and "Non-Guarantor Subsidiaries and Eliminations" levels, is calculated in the same manner as for the Par Pacific Holdings, Inc. Adjusted EBITDA calculations. See "Results of Operations - Non-GAAP Performance Measures - Adjusted Net Income (Loss) and Adjusted EBITDA" above.
The following tables present a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income, on a historical basis for the periods indicated (in thousands):
Three Months Ended September 30, 2025
Parent Guarantor
Par Borrower and Subsidiaries
Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries
Net income (loss) $ 262,631 $ 256,795 $ (256,795) $ 262,631
Inventory valuation adjustment - (20,366) - (20,366)
Environmental obligation mark-to-market adjustments - (6,362) - (6,362)
Unrealized loss (gain) on derivatives - (3,840) - (3,840)
Acquisition and integration costs 1,973 - - 1,973
Par West redevelopment and other costs - 4,525 - 4,525
Debt extinguishment and commitment costs - - - -
Severance costs and other non-operating expense
- 58 - 58
Loss (gain) on sale of assets, net
- 23 - 23
Equity earnings from Laramie Energy, LLC, excluding cash distributions - - (8,202) (8,202)
Par's portion of accounting policy differences from refining and logistics investments - - (526) (526)
Depreciation and amortization 546 35,691 47 36,284
Interest expense and financing costs, net, excluding unrealized
interest rate derivative loss (gain)
15 21,537 (85) 21,467
Equity losses (income) from subsidiaries (271,427) - 271,427 -
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments - - 2,110 2,110
Income tax expense (benefit)
- 82,741 (35) 82,706
Adjusted EBITDA (1) $ (6,262) $ 370,802 $ 7,941 $ 372,481
Three Months Ended September 30, 2024
Parent Guarantor
Par Borrower and Subsidiaries
Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries
Net income (loss) $ 7,487 $ 12,727 $ (12,728) $ 7,486
Inventory valuation adjustment - 14,057 - 14,057
Environmental obligation mark-to-market adjustments - (4,432) - (4,432)
Unrealized loss (gain) on derivatives - (31,196) - (31,196)
Acquisition and integration costs - (23) - (23)
Par West redevelopment and other costs - 4,006 - 4,006
Severance costs and other non-operating expense (2)
(1,490) - - (1,490)
Equity losses from Laramie Energy, LLC, excluding cash distirbutions - - 336 336
Depreciation and amortization 437 31,397 45 31,879
Interest expense and financing costs, net, excluding unrealized
interest rate derivative loss (gain)
19 22,892 (85) 22,826
Equity losses (income) from subsidiaries (13,663) - 13,663 -
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments - - 1,519 1,519
Income tax expense - 4,682 1,778 6,460
Adjusted EBITDA (1) $ (7,210) $ 54,110 $ 4,528 $ 51,428
Nine Months Ended September 30, 2025
Parent Guarantor Issuer and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries
Net income (loss) $ 291,691 $ 284,459 $ (284,459) $ 291,691
Inventory valuation adjustment - (3,523) - (3,523)
Environmental obligation mark-to-market adjustments - (48) - (48)
Unrealized loss (gain) on derivatives - (41,363) - (41,363)
Acquisition and integration costs 1,973 - - 1,973
Par West redevelopment and other costs - 13,197 - 13,197
Debt extinguishment and commitment costs - 25 - 25
Severance costs and other non-operating expense (2) 210 1,126 - 1,336
Loss (gain) on sale of assets, net - (1,202) - (1,202)
Equity earnings from Laramie Energy, LLC, excluding cash distributions - - (10,784) (10,784)
Par's portion of accounting policy differences from refining and logistics investments (1,997) (1,997)
Depreciation and amortization 1,551 105,890 141 107,582
Interest expense and financing costs, net, excluding unrealized
interest rate derivative loss (gain)
65 64,880 (258) 64,687
Equity losses (earnings) from Laramie Energy, LLC, excluding Par's share of unrealized gain on derivatives - - - -
Equity losses (income) from subsidiaries (316,093) - 316,093 -
Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments - - 6,183 6,183
Income tax expense - 92,226 473 92,699
Adjusted EBITDA (1) $ (20,603) $ 515,667 $ 25,392 $ 520,456
Nine Months Ended September 30, 2024
Parent Guarantor Issuer and Subsidiaries Non-Guarantor Subsidiaries and Eliminations Par Pacific Holdings, Inc. and Subsidiaries
Net income (loss) $ 22,373 $ 34,840 $ (34,840) $ 22,373
Inventory valuation adjustment - (6,419) - (6,419)
Environmental obligation mark-to-market adjustments - (18,199) - (18,199)
Unrealized loss on derivatives - 33,756 - 33,756
Acquisition and integration costs - 68 - 68
Par West redevelopment and other costs - 9,048 - 9,048
Debt extinguishment and commitment costs - 1,418 - 1,418
Severance costs and other non-operating expense (2) 7,354 7,294 - 14,648
Equity earnings from Laramie Energy, LLC, excluding cash distributions - - (1,382) (1,382)
Depreciation and amortization 1,164 95,375 140 96,679
Interest expense and financing costs, net, excluding unrealized
interest rate derivative loss (gain)
19 62,271 (265) 62,025
Equity earnings from Laramie Energy, LLC, excluding Par's share of unrealized gain on derivatives - - (1,485) (1,485)
Equity losses (income) from subsidiaries (51,658) - 51,658 -
Par's portion of interest, taxes, and depreciation expense from refining and logistics investments - - 4,587 4,587
Income tax expense (benefit) - 11,453 (957) 10,496
Loss (gain) on sale of assets, net - 114 - 114
Adjusted EBITDA (1) $ (20,748) $ 231,019 $ 17,456 $ 227,727
________________________________________
(1)Please read the Non-GAAP Performance Measures and Adjusted Net Income (Loss) and Adjusted EBITDA discussions above for information regarding the components of Adjusted Net Income (Loss) and Adjusted EBITDA.
(2)For the nine months ended September 30, 2025 and 2024, we incurred $0.3 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively. For the nine months ended September 30, 2024, we incurred $2.3 million for an estimated legal settlement unrelated to current operating activities.
Liquidity and Capital Resources
Our liquidity and capital requirements are primarily a function of our debt maturities and debt service requirements and contractual obligations, capital expenditures, turnaround outlays, and working capital needs. Examples of working capital needs include purchases and sales of commodities and associated margin and collateral requirements, facility maintenance costs, and other costs such as payroll. Our primary sources of liquidity are cash flows from operations, cash on hand, amounts available under our credit agreements, and access to capital markets.
Our liquidity position as of September 30, 2025, was $735.2 million, consisting of $159.1 million of cash and cash equivalents and $576.1 million of availability under the ABL Credit Facility. Generally, the primary uses of our capital resources have been in the operations of our refining and retail segments, for payments related to acquisitions, to repay or refinance indebtedness and to repurchase shares of our common stock.
We believe our cash flows from operations and available capital resources will be sufficient to meet our current capital and turnaround expenditures, working capital, and debt service requirements for the next 12 months. We may seek to raise additional debt or equity capital to fund acquisitions and any other significant changes to our business or to refinance existing debt. We cannot offer any assurances that such capital will be available in sufficient amounts or at an acceptable cost.
We may from time to time seek to retire or repurchase our common stock through cash purchases, in open market purchases, privately negotiated transactions, or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material. On February 21, 2025, the Board authorized and approved a share repurchase program authorizing the repurchase of up to $250 million of common stock, with no specified end date. This repurchase program terminated and replaced the prior share repurchase authorization. Please read Note 15-Stockholders' Equity to our condensed consolidated financial statements
included in this Quarterly Report on Form 10-Q for additional discussion on the share repurchase program. The Term Loan Credit Agreement may also require annual prepayments of principal with a variable percentage of our excess cash flow, 50%, 25%, or 0% depending on our consolidated year end secured leverage ratio (as defined in the Term Loan Credit Agreement).
Cash Flows
The following table summarizes cash activities for the nine months ended September 30, 2025 and 2024 (in thousands):
Nine Months Ended September 30,
2025 2024
Net cash provided by operating activities $ 351,537 $ 99,242
Net cash used in investing activities (119,056) (86,319)
Net cash used in financing activities (265,343) (109,047)
Cash flows for the nine months ended September 30, 2025
Net cash provided by operating activities for the nine months ended September 30, 2025, was primarily driven by net income of $291.7 million, non-cash charges to operations and non-operating items of approximately $141.1 million, and net cash used for changes in operating assets and liabilities of approximately $81.3 million. Non-cash charges to operations and non-operating items consisted primarily of the following adjustments:
•
depreciation and amortization expenses of $107.6 million,
•
an $81.3 million change in deferred tax assets driven by our net income during the period, and
•
stock based compensation expenses of $11.8 million,
partially offset by:
•
unrealized gain on derivatives contracts of $41.4 million driven by freight and inventory hedges.
Net cash used for changes in operating assets and liabilities resulted primarily from:
•
a $265.0 million increase in Inventories driven by the return of previously retired RINs as a result of SREs received for the 2019 through 2024 compliance years, and
•
an increase in deferred turnaround expenditures of $100.0 million driven by expenditures related to Montana refinery turnaround activities,
partially offset by:
•
an increase in environmental credit obligations of $134.4 million driven by current period production,
•
a $48.9 million decrease in Accounts receivable primarily driven by timing of collections,
•
a $46.5 million increase in Obligations under inventory financing agreements primarily due to increases in the step-out liability driven by higher volumes,
•
a $30.1 million decrease in derivative collateral, and
•
a $19.1 million decrease in prepaid insurance.
Net cash used in investing activities for the nine months ended September 30, 2025, consisted primarily of $121.3 million of additions to property, plant, and equipment driven by profit improvement and maintenance projects at our refineries, including our Hawaii renewable hydrotreater project, completed maintenance at our Montana refinery, and repair and replacement work related to our Wyoming operational incident, partially offset by $2.3 million of proceeds from the sale of assets, primarily the sale of property in Hawaii.
Net cash used in financing activities was approximately $265.3 million for the nine months ended September 30, 2025, and consisted primarily of net repayments of debt of $166.9 million driven by ABL Credit Facility activity and repurchases of common stock of $97.3 million.
Cash flows for the nine months ended September 30, 2024
Net cash provided by operating activities for the nine months ended September 30, 2024, was driven primarily by net income of $22.4 million, non-cash charges to operations and non-operating items of approximately $172.6 million, and net cash used for changes in operating assets and liabilities of approximately $95.7 million. Non-cash charges to operations consisted primarily of the following adjustments:
•
unrealized loss on derivatives contracts of $33.8 million,
•
depreciation and amortization expenses of $96.7 million, and
•
stock based compensation costs of $22.5 million.
Net cash used for changes in operating assets and liabilities resulted primarily from:
•
an $82.5 million decrease in Obligations under inventory financing agreements primarily related to the termination of the J. Aron Supply and Offtake agreement and a decrease in crude oil prices,
• an increase in deferred turnaround expenditures of $57.8 million driven by expenditures related to the turnaround at the Montana refinery, and
•
a $57.2 million increase in accounts receivable primarily related to the timing of collections and sales volumes,
partially offset by:
• a $72.7 million decrease in inventories primarily related to a $51.8 million decrease in crude oil and feedstock ending inventory, and
• a $24.8 million decreases in prepaid and other expenses.
Net cash used in investing activities for the nine months ended September 30, 2024, consisted primarily of $87.9 million in additions to property, plant, and equipment driven by maintenance projects at our refineries and various profit improvement projects, partially offset by a $1.5 million cash distribution received from Laramie Energy in the second quarter of 2024.
Net cash used in financing activities was approximately $109.0 million for the nine months ended September 30, 2024, and consisted primarily of the following activities:
• payments of $547.6 million for changes in our deferred payment arrangement and the termination of our inventory financing agreement related to the expiration of our Supply and Offtake Agreement in the second quarter of 2024,
•
repurchases of common stock of $126.7 million, and
partially offset by:
• net borrowings of debt of $370.0 million primarily driven by activity in our ABL Credit Facility, and
• proceeds of $203.1 million received related to the step-in of the Inventory Intermediation Agreement in the second quarter of 2024.
Cash Requirements. There have been no material changes to the cash requirements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, outside the ordinary course of business except as follows:
Product Financing. On June 27, 2025, we entered into a RINs financing agreement with Citi (the "Product Financing Agreement") to finance RINs. Please read Note 8-Inventory Financing Agreements to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information.
Critical Accounting Estimates
There have been no material changes to critical accounting estimates disclosed in our Annual Report on Form 10-K for the nine months ended September 30, 2025.
Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q may constitute "forward-looking" statements as defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 ("PSLRA"), or in releases made by the SEC, all of which may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors including, without limitation, the Russia-Ukraine war, Israel-Palestine conflict, Houthi attacks in the Red Sea, Iranian activities in the Strait of Hormuz and certain developments in the global crude oil markets, on our business, our customers, and the markets where we operate; the impact of tariffs and potential disruptions in international trade on our business; our beliefs regarding available capital resources; our beliefs regarding the likely results or impact of certain disputes or contingencies and any potential fines or penalties; our beliefs regarding the fair value of certain assets, and our expectations with respect to laws and regulations, including environmental regulations and related compliance costs and any fines or penalties related thereto; our expectations regarding the sufficiency of our cash flows and liquidity; our expectations regarding anticipated capital expenditures, including the timing and cost of compliance with consent decrees and other enforcement actions; our expectations regarding the impact of the adoption of certain accounting standards; our estimates regarding the fair value of certain indebtedness; estimated costs to settle claims from the Delta bankruptcy; the estimated value of, and our ability to settle, legal claims remaining to be settled against third parties; our expectations regarding the synergies or other benefits of our acquisitions; our expectations regarding certain tax liabilities and debt obligations; management's assumptions about the impact of future events on our existing business; the timing of renewable fuels production in Hawaii through the Hawaii Renewables, LLC joint venture, as well as the commercial and other benefits anticipated from that joint venture; our ability to raise additional debt or equity capital; our ability to make strategic investments in business opportunities; and the estimates, assumptions, and projections regarding future financial condition, results of operations, liquidity, and cash flows. These and other forward-looking statements could cause the actual results, performance, or achievements of Par and its subsidiaries to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words "plan," "believe," "expect," "anticipate," "intend," "estimate," "project," "may," "will," "would," "could," "should," "seeks," or "scheduled to," or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act, and the PSLRA with the intention of obtaining the benefits of the "safe harbor" provisions of such laws.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control, including those set out in our most recent Annual Report on Form 10-K and this Quarterly Report on Form 10-Q under "Risk Factors."
In addition, management's assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this Quarterly Report on Form 10-Q are not guarantees of future performance; and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described above and under Critical Accounting Estimates and Risk Factors included in our most recent Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q. All forward-looking statements speak only as of the date they are made. There can be no guarantee that the operational and financial measures the Company has taken, and may take in the future, will be fully effective. We do not intend to update or revise any forward-looking statements as a result of new information, future events, or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Par Pacific Holdings Inc. published this content on November 05, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 05, 2025 at 20:24 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]