Current Report · Items 7.01, 9.01 · 8-K

Par Pacific Holdings, Inc.

PARRNYSEEQUITYCurrent

Regulation FD Disclosure

Filed May 11, 2026Accepted May 11, 2026, 8:26 AM EDTCIK 821483Accession 0001193125-26-215799

Company context

Par Pacific Holdings, Inc. (NYSE and NYSE Texas: PARR), headquartered in Houston, Texas, is a growing energy company providing both renewable and conventional fuels to the western United States. Par Pacific owns and operates 219,000 bpd of combined refining capacity across four locations in Hawaii, the Pacific Northwest and the Rockies, and an extensive energy infrastructure network, including 13 million barrels of storage, and marine, rail, rack, and pipeline assets. In addition, Par Pacific operates the Hele retail brand in Hawaii and the “nomnom” convenience store chain in the Pacific Northwest. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado.

Current securities

PARRNYSE · EQUITY · Current

Recent company filings

Disclosure sections

Items 7.01, 9.01

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Item 7.01Item 7.01 - Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 11, 2026, Par Pacific Holdings, Inc. (the “Company”) issued a press release announcing that, subject to market conditions, Par Petroleum, LLC, a wholly owned subsidiary of the Company (the “Issuer”), intends to offer (the “Offering”) for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), $500 million in aggregate principal amount of senior unsecured notes due 2034 (the “Notes”). The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference. The Exhibit 99.2 to this Current Report contains certain sections from the preliminary offering memorandum of the Issuer relating to the Offering. The information in Item 7.01 of this Current Report and Exhibit 99.1 and Exhibit 99.2 attached hereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated by reference. The furnishing of information in this Current Report, including Exhibit 99.1 and Exhibit 99.2, is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report, including Exhibit 99.1 and Exhibit 99.2, is material or complete, or that investors should consider this information before making an investment decision with respect to any securities of the Company, the Issuer or their affiliates. The offer and sale of the Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, these securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This Current Report shall not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities or any other securities, nor shall there be any sale of these securities or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

Filed exhibits (2)

EX-99.1 (by filename) d49629dex991.htm

EX-99.1 2 d49629dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Par Pacific Announces Private Placement of $500 Million of Senior Notes HOUSTON, May 11, 2026 - Par Pacific Holdings, Inc. (NYSE and NYSE Texas: PARR) (“Par Pacific” or the “Company”) announced today that, subject to market conditions, Par Petroleum, LLC, a wholly owned subsidiary of Par Pacific (“Par Petroleum”), intends to offer (the “Offering”) for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), $500 million in aggregate principal amount of senior unsecured notes due 2034 (the “Notes”). The Notes are expected to be fully and unconditionally guaranteed on a senior unsecured basis by Par Pacific and each of Par Petroleum’s subsidiaries that guarantees the Company’s senior secured asset-based revolving credit facility (the “ABL Credit Facility”) at the closing of the Offering. The Company intends to use the net proceeds from the Offering, together with cash on hand or borrowings under the ABL Credit Facility, to repay all of the aggregate principal balance under and terminate Par Petroleum’s term loan due 2030. The offer and sale o…

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EX-99.2 (by filename) d49629dex992.htm

EX-99.2 3 d49629dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 References to “Par,” “Par Pacific,” the “Company,” “we,” “our” or “us” in this Exhibit 99.2 (this “Exhibit”) refer to Par Pacific Holdings, Inc. and its consolidated subsidiaries taken as a whole, unless the context otherwise provides. CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS Certain statements included in this Exhibit may constitute “forward-looking” statements 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 Securities and Exchange Commission (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, military conflicts in the Middle East, political activity in Venezuela, Houthi-related disruptions in the Red Sea, the ongoing military conflict with Iran and disruptions in the Strait of Hormuz and certain developments in the…