UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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| 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.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated May 11, 2026, announcing the commencement of the Offering. | |
| 99.2 | Excerpts from preliminary offering memorandum relating to the Offering. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: May 11, 2026
| PAR PACIFIC HOLDINGS, INC. | ||
| By: | /s/ Jeffrey R. Hollis | |
| Jeffrey R. Hollis | ||
| Senior Vice President, General Counsel and Secretary | ||