New Listing Registration (Form 8-A12B)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Par Pacific Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: None

Securities to be registered pursuant to Section 12(g) of the Act: None

None

(Title of class)

EXPLANATORY NOTE

This Registration Statement on Form 8-A (this "Form 8-A") is being filed by Par Pacific Holdings, Inc., a Delaware corporation (the "Company"), with the U.S. Securities and Exchange Commission (the "SEC") in connection with the dual listing of its common stock, par value $0.01 per share (the "Common Stock"), on NYSE Texas, Inc. (the "NYSE Texas") under the trading symbol "PARR". The Common Stock is currently listed on the New York Stock Exchange under the symbol "PARR".

The description of the Common Stock contained in Exhibit 4.5 of the Company's Annual Report on Form 10-K, as filed with the SEC on February 28, 2025, is incorporated in this Form 8-A by reference.

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on the NYSE Texas, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.