Par Pacific Holdings Inc 2025年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Commission File No. 001-36550________________________________________________________________________________________________________________________ PAR PACIFIC HOLDINGS, INC. (Exact name of registrant as specified in its charter)________________________________________________________________________________________________________________________ Registrant’s telephone number, including area code: (281)899-4800Securities registered under Section12(b) of the Act: Trading Symbol(s)PARRPARR Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNoIndicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of theAct.YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smallerreportingcompany☐Emerging growth company☐ Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately$1,267,736,899 based on the closing sales price of the common stock on the New York Stock Exchange on June 30, 2025 (the last business dayof the registrant’s most recently completed second fiscal quarter). As of February20, 2026, 49,003,370 shares of the registrant’s CommonStock, $0.01 par value, were issued and outstanding. Documents Incorporated By ReferenceCertain information required to be disclosed in Part III of this report is incorporated by reference from the registrant’s definitive proxy statement or an amendment to this report, which will be filed with the SEC not later than 120 days after the end of the fiscal year covered bythis report. TABLE OF CONTENTS Item10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE74Item11. EXECUTIVE COMPENSATION74Item12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS74Item13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE74Item14. PRINCIPAL ACCOUNTANT FEES AND SERVICES74 Item15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES75Item16. FORM 10-K SUMMARYF-62 Glossary of Selected Industry Terms Unless otherwise noted or indicated by context, the following terms used in this Annual Report on Form 10- K have the following meanings: OVERVIEW Par Pacific Holdings, Inc., headquartered in Houston, Texas, is a growth-oriented energy company providing both renewable andconventional fuels to the western United States. Our business is organized into th