Par Pacific Holdings Enters Material Definitive Agreement

TL;DR

PAR entered a big deal, filing today.

AI Summary

On October 21, 2025, Par Pacific Holdings, Inc. entered into a material definitive agreement. The company also disclosed information related to Regulation FD and filed financial statements and exhibits. The filing was made on October 22, 2025.

Why It Matters

This filing indicates a significant new contract or partnership for Par Pacific Holdings, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial health and stock performance.

Key Players & Entities

• Par Pacific Holdings, Inc. (company) — Registrant
• October 21, 2025 (date) — Date of earliest event reported
• October 22, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock , $0.01 par value PARR New York Stock Exchan
• $21,039,382 — ash contributions to ProjectCo of up to $21,039,382, less any actual and documented constru
• $100 million — ") , and Alohi contributed to ProjectCo $100 million in cash. Pursuant to the JV Agreement,
• $1.00 — lohi for an aggregate purchase price of $1.00. In addition, for a period of ten years
• $100,000,000 — a purchase price based on the lesser of $100,000,000 and the value of ProjectCo in the event
• $15 m — rm of an interest-bearing loan of up to $15 million, and amounts in excess of $15 mil
• $15 million — o $15 million, and amounts in excess of $15 million may be provided by each member as a cap

Filing Documents

• parr20251021_8k.htm (8-K) — 46KB
• ex_873633.htm (EX-10.1) — 584KB
• ex_873634.htm (EX-99.1) — 7KB
• image1.jpg (GRAPHIC) — 6KB
• 0001437749-25-031441.txt ( ) — 888KB
• parr-20251021.xsd (EX-101.SCH) — 3KB
• parr-20251021_def.xml (EX-101.DEF) — 11KB
• parr-20251021_lab.xml (EX-101.LAB) — 15KB
• parr-20251021_pre.xml (EX-101.PRE) — 11KB
• parr20251021_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on July 21, 2025, Par Pacific Holdings, Inc. (the " Company ") and Hawaii Renewables, LLC, a subsidiary of the Company (" ProjectCo "), entered into an Equity Contribution Agreement (as amended, the " Equity Contribution Agreement ") with Alohi Renewable Energy LLC (" Alohi "), pursuant to which the Company and Alohi agreed to establish ProjectCo as a joint venture. On October 21, 2025, the transactions contemplated under the Equity Contribution Agreement were consummated (the " Closing "), and the joint venture was formed for the development, construction, ownership and operation of that certain renewable fuels manufacturing facility co-located with the Kapolei Refinery in Kapolei, Hawaii (" Renewable Fuels Facility "). Immediately following the Closing, on October 21, 2025, Hawaii Renewables Holdings, LLC, a subsidiary of the Company (" HR Holdco "), Alohi, ProjectCo and, solely for the limited purposes set forth therein, the Company entered into a Second Amended and Restated Limited Liability Company Agreement of ProjectCo (the " JV Agreement "), which is the primary governing document of the joint venture and contains the understandings and agreements of the parties regarding the governance of ProjectCo and the relationship between HR Holdco and Alohi as members of ProjectCo. In addition, in connection with the Closing, on October 21, 2025, Par Hawaii Refining, LLC, a subsidiary of the Company (" PHR ") and the owner of the Kapolei Refinery, and ProjectCo entered into a number of previously disclosed related agreements. Pursuant to the Equity Contribution Agreement, the Company and its subsidiaries contributed to ProjectCo certain assets related to the Renewable Fuels Facility, the Company committed to making cash contributions to ProjectCo of up to $21,039,382, less any actual and documented construction-related costs incurred in the period from July 1, 2025 to the date of Closin

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 21, 2025, the Company issued a press release announcing the closing of the joint venture with Alohi. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed "filed" for the 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 such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1* Second Amended and Restated Limited Liability Agreement of Hawaii Renewables, LLC, dated as of October 21, 2025, by and among Hawaii Renewables, LLC, Hawaii Renewables Holdings, LLC, Alohi Renewable Energy LLC and, solely for the limited purposes set forth therein, Par Pacific Holdings, Inc. 99.1 Press Release, dated October 21, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 21, 2025 PAR PACIFIC HOLDINGS, INC. By: /s/ Jeffrey R. Hollis Jeffrey R. Hollis Senior Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR