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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 25, 2026

Par Pacific Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

(281) 899-4800

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

 

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

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 7.01          Regulation FD Disclosure.         

 

On August 25, 2026, the Company issued a press release announcing the signing of the Agreement. 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Forward-Looking Statements

 

This Current Report on Form 8-K, including Exhibit 99.1, includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include, without limitation, statements about the expected timing of the closing of the Transaction and other aspects of the Transaction. Forward-looking statements are subject to certain risks, trends and uncertainties, such as the risks and uncertainties detailed in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents that the Company files with the Securities and Exchange Commission. The Company cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should any of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this Current Report on Form 8-K. Except as required by applicable law, the Company does not intend to update or revise any forward-looking statements made herein or any other forward-looking statements as a result of new information, future events or otherwise.

 

Item 8.01         Other Events.

 

On August 25, 2026, Laramie Energy, LLC (“Laramie Energy” or the “Seller”), in which Par Pacific Holdings, Inc. (the “Company”) owns a 46% non-controlling ownership interest, entered into a definitive agreement (the “Agreement”) with a third-party purchaser (the “Purchaser”), pursuant to which the Seller agreed to sell substantially all of its oil and gas assets to the Purchaser (the “Transaction”) for $485 million in cash (of which $60 million is payable on the fifth anniversary of the closing date), subject to working capital and other customary closing date adjustments. The Seller is also eligible to receive potential price-contingent earn-out payments from the Purchaser of up to an additional $65 million in the aggregate following the first through fifth anniversaries of the closing date.

 

In connection with the closing of the Transaction, net of Seller debt repayment and closing adjustments and fees, the Company (a) expects to receive approximately $146 million of the Transaction consideration (of which approximately $27.5 million is payable on the fifth anniversary of the closing date) and is eligible to receive up to approximately $30 million of the earn-out payments, and (b) will exit its investment in Laramie Energy.

 

The Transaction is expected to close by the end of 2026, subject to regulatory approvals and the satisfaction of customary closing conditions.

 

 

Item 9.01         Financial Statements and Exhibits.

 

(d)          Exhibits.

 

 

 

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: August 25, 2026