PARR - NYSE

Good morning, and welcome to the Par Pacific Holdings, Inc. Fourth Quarter 2025 Earnings Conference Call. All participants will be in listen-only mode. After today's presentation, there will be an opportunity for questions. Please note this event is being recorded. I would now like to turn the conference over to Ashimi Patel, Vice President of Investor Relations. Please go ahead. Thank you, Drew. Welcome to Par Pacific Holdings, Inc.'s fourth quarter earnings conference call.

Joining me today are Will Monteleone, President and Chief Executive Officer; Richard Creamer, EVP of Refining and Logistics; and Shawn Flores, SVP and Chief Financial Officer. Before we begin, note that our comments today may include forward-looking statements. Any forward-looking statements are subject to change and are not guarantees of future performance or events. They are subject to risks and uncertainties, and actual results may differ materially from these forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements, and we disclaim any obligation to update or revise them. I refer you to our investor presentation on our website and our filings with the SEC for non-GAAP reconciliations and additional information. I will now turn the call over to our President and Chief Executive Officer, Will Monteleone.

Thank you, Ashimi Patel, and good morning, everyone. 2025 was a year of meaningful progress. We navigated challenges, advanced key strategic initiatives, and generated substantial profits along the way. Full-year adjusted EBITDA was $634,000,000 and adjusted net income was $7.56 per share. 2025 represents an excellent year for the enterprise and further validates the structural improvements we have made to the business. At the beginning of 2025, we laid out clear priorities for the year: one, execute major turnaround activity safely and on schedule; two, minimize the impact from the Wyoming crude heater event; three, advance and start up our Hawaii renewables unit; and four, deliver on our cost reduction commitments. Despite a volatile refining backdrop, we have largely achieved those objectives. We executed the Montana turnaround work safely and effectively, restored Wyoming to reliable operations, advanced the Hawaii renewables project into commissioning while forming a joint venture with world-class partners at an attractive valuation, and strengthened our cost structure. While no year is without challenges, the consistency of our execution reinforces our organization's commitment to excellence. In our business, financial success starts with operational reliability, and overall, we made strong progress during the year, achieving record annual refining throughput. However, the Wyoming event was a reminder to the organization that we are never finished when it comes to safely and reliably operating our facilities. One notable operational success was the sustained improvement in Hawaii throughput rates following several years of focused effort by the team. Hawaii throughput averaged 84,000 barrels per day, approximately 4% above the prior three-year average, reflecting sustained operational improvement by the team. The logistics organization progressed key initiatives throughout the year and generated record segment profits, and Retail once again delivered growing results, setting new financial records in 2025. Full-year adjusted EBITDA increased approximately 13% versus 2024. 2025 same-store fuel and in-store sales grew approximately 1.6% and 1.5%, respectively, reflecting continued traction in merchandising initiatives and food programs. In Hawaii, the renewable fuels project has progressed into commissioning and early startup phases during the fourth quarter. We prioritized the readiness of the pretreatment unit and have successfully achieved on-specification feedstock with a range of inputs. We are in the final phases of operational readiness and expect to introduce post-treated feedstocks into the renewables unit in the next few weeks. While timing has extended modestly beyond original expectations, there have been no material operational issues. Our focus remains on safe startup, operational stability, and optimization towards steady-state performance. We are constructive on the medium-term economic outlook as the policy backdrop continues to improve. A significant highlight for the year was the strengthening of our balance sheet. During the fourth quarter, we received proceeds from the Hawaii Renewables joint venture and began monetizing excess RIN inventory. Combined with solid underlying cash generation, these actions materially improved liquidity. We ended the year with approximately $915,000,000 in liquidity and 49.7 million shares outstanding, improving liquidity by 49% and reducing our share count by 10%, while completing key growth and reliability projects. A stronger balance sheet provides flexibility to invest through cycles, execute high-return internal projects, and opportunistically repurchase shares when appropriate. We entered 2026 positioned to continue expanding the earnings power of the business and driving long-term shareholder value. Refining markets are cyclical; our strategy is not to predict short-term movements but to structurally improve our position within the cycle: increasing distillate yield, enhancing logistics integration, improving capture rates, and lowering our cost structure. Over time, these efforts expand our mid-cycle earnings profile and strengthen durability. Our priorities for the year are clear and consistent with our long-term strategy: one, improve the mid-cycle earnings contribution of our Rocky Mountain assets through targeted high-return projects that enhance flexibility and capture; two, execute the Hawaii turnaround safely and on schedule; three, successfully start up and optimize the renewable fuels unit; and four, maintain disciplined and opportunistic capital allocation. I will now turn the call over to Richard to discuss Refining and Logistics operations.

Thank you, Will. 2025 reflected significant operational progress and improvement across the refining and logistics business. Reliability is a cornerstone to success and last year's performance is representative of that. We were challenged early in the year by the heater outage in Wyoming, and the team there delivered an exceptional recovery. Throughout the year, we executed disciplined operating and capital spending across the system. The refining and logistics team delivered another record throughput year of 188,000 barrels per day, led by Hawaii's increased production rates. I want to commend the Montana team for the execution of their largest-ever turnaround. Following this event, we reported record quarterly throughput of 58,000 barrels per day, demonstrating the site's potential. We continue to see the benefits of our reliability investments, and the team has made great strides in improving OpEx per barrel. I would like to recognize the Wyoming team for safely restoring operations after the Q1 crude heater incident more than one month ahead of schedule. Shifting to quarterly results, fourth quarter combined throughput was 191,000 barrels per day. In Hawaii, throughput was strong at 87,000 barrels per day. This represents Hawaii's efforts to deliver at maximum capacity through the team's focus on high-reliability operations. Production costs were $4.15 per barrel. Washington throughput was 37,000 barrels per day, reflecting reduced rates ahead of the first quarter planned downtime, and production costs were $4.57 per barrel. Maintenance activities are now complete and the plant restart is underway. Shifting to Wyoming, throughput was 14,000 barrels per day and production costs were elevated at $13.27 per barrel due to a third-party power outage in Northern Wyoming and lower seasonal throughput. Finally, in Montana, fourth quarter throughput was 52,000 barrels per day and production costs were $11.74 per barrel, elevated by approximately $1.50 per barrel due to coker maintenance. Looking ahead to the first quarter, we expect Hawaii throughput between 85,000 and 89,000 barrels per day and Washington between 24,000 and 28,000 barrels per day reflecting the Q1 planned outage. Wyoming is expected to operate between 13,000 and 16,000 barrels per day, with Montana between 52,000 and 56,000 barrels per day, both reflective of Q1 seasonality. This results in a system-wide anticipated midpoint throughput of 182,000 barrels per day. I will now turn the call over to Shawn to cover our financial results. Thank you, Richard. Fourth quarter adjusted EBITDA was $113,000,000 and adjusted net income was $60,000,000, or $1.17 per share. For the full year, adjusted EBITDA was $634,000,000 and adjusted net income was $390,000,000, or $7.56 per share.

The Refining segment generated $88,000,000 of adjusted EBITDA in the fourth quarter, compared to $135,000,000 in the third quarter, excluding the SRE impact. Our combined refining index averaged $13.13 per barrel in the fourth quarter, down approximately $1.60 from the prior quarter, reflecting seasonal conditions in the Rockies and the Pacific Northwest. System-wide refining capture was 93% for the quarter and 94% for the full year. In Hawaii, the Singapore 3-1-2 averaged $21.43 per barrel during the fourth quarter, and our landed crude differential was $6.50, resulting in a Hawaii index of $15.38 per barrel. Hawaii capture was 104%, including a net $7,000,000 loss from product crack hedging and price lag. Excluding these items, Hawaii capture was 110%. In Montana, the fourth quarter index averaged $11.14 per barrel, with margin capture of 72%. Capture was impacted by elevated asphalt sales and a lighter, higher-gravity crude slate due to coker downtime, reducing margins by approximately $10,000,000. Montana production costs include approximately $7,000,000 related to coker maintenance. In Wyoming, the fourth quarter index averaged $18.31 per barrel; normalized capture was approximately 70% excluding a $3,000,000 FIFO impact from declining crude prices. As Richard mentioned, a regional power outage and subsequent maintenance activities reduced throughput and impacted both margins and production costs during the quarter. Lower diesel sales during the downtime impacted margins by approximately $4,000,000, while maintenance-related activity increased operating costs by $3,000,000. In Washington, our index averaged $8.60 per barrel. Margin capture was 97%, reflecting a normalization of jet-to-diesel spreads and favorable sales mix during the Olympic Pipeline outage in November. Looking to the first quarter, our combined refining index has averaged approximately $6.70 per barrel quarter-to-date, with February month-to-date improving by $2 per barrel versus January. In both the Rockies and the Pacific Northwest, prompt distillate margins have strengthened by roughly $15 per barrel compared to January averages. On the West Coast, tighter jet balances have driven jet fuel to trade at a premium to diesel, supporting margin capture in Washington. In Hawaii, Singapore distillate cracks remain firm, and we expect our first quarter crude differential to be in the range of $4.75 to $5.25 per barrel, reflecting easing backwardation and favorable access to waterborne crude supply. Moving to the Logistics segment, adjusted EBITDA was $30,000,000 in the fourth quarter, compared to $37,000,000 in the third quarter. Full-year Logistics adjusted EBITDA reached a record $126,000,000, reflecting strong system utilization and a $6,000,000 reduction in annual costs. Retail delivered $22,000,000 of adjusted EBITDA in the quarter, in line with the third quarter. For the full year, Retail achieved a record $86,000,000 in adjusted EBITDA, up from $76,000,000 in 2024, driven by favorable fuel and inside-store margins and a $4,000,000 reduction in operating costs. Turning to cash flow, full-year cash from operations was $568,000,000, excluding working capital outflows of $21,000,000 and deferred turnaround costs of $101,000,000. Cash from operations in the fourth quarter was $134,000,000, excluding working capital outflows of $40,000,000 and deferred turnaround costs of $1,000,000. Q4 working capital outflows were primarily related to prepaid annual insurance premiums and trade credit timing in Hawaii, partially offset by RIN proceeds. At year-end, we had monetized less than half of the SRE-related excess RIN inventory, providing favorable working capital visibility into 2026. Full-year accrued CapEx, including deferred turnaround costs, totaled approximately $246,000,000, or $6,000,000 above our prior guidance. Cash used in financing activities totaled $64,000,000, driven by an ABL paydown of $163,000,000 and share repurchases of $28,000,000, partially offset by $100,000,000 in proceeds from the Hawaii Renewables joint venture. For the full year, we repurchased 6.5 million shares, reducing shares outstanding by 10% while lowering gross debt by $310,000,000. Total liquidity was a record $915,000,000 at year-end. Gross term debt was approximately $640,000,000, positioning us at the low end of our leverage targets. During the quarter, we repriced our existing term loan, reducing the spread by 50 basis points and lowering our annual cash interest by over $3,000,000. With improving market conditions and reduced capital requirements, we are entering 2026 from a position of financial strength with the flexibility to invest in growth, maintain a strong balance sheet, and opportunistically repurchase shares. This concludes our prepared remarks. Operator, we will turn it back to you for Q&A.

We will now open for questions. We will now begin the question and answer session. If you are using a speakerphone, please pick up your handset before pressing the keys. If you would like to withdraw your question, please press star then 2. The first question comes from Alexa Petrick with Goldman Sachs. Please go ahead.

Hey, good morning team, and thanks for taking our question. I wanted to start on capital allocation. You talked about starting to monetize the excess RIN bank. How should we expect that cash to be used? And then, how are you thinking about share repurchases, particularly with the stock at these levels?

Good morning, Alexa. Yes, I think our capital allocation framework remains consistent with how we have approached it in the past. I think we are looking at a mix of both the opportunity to repurchase our shares, as well as internal growth opportunities, and even potentially external opportunities. So I think if you look at our past, you will see that we have used really all of the above when appropriate to try and generate shareholder returns, and I think we will continue to deploy a dynamic approach to that given our strong excess capital position. We have a lot of flexibility.

Okay. That is helpful. And then maybe just a follow-up. Can you talk a little about Q4 on captures? I think Rockies was a little softer than maybe what we think about cycle captures. Can you kind of walk us through some of the moving pieces there? And then how 1Q is shaping up so far?

Hey, Alexa, it is Shawn. Yes, I think in my prepared remarks, I touched on the softness that we saw in the Rockies. In Montana, we had 72% capture relative to our sort of annual guidance of 90% to 100%, and I think it is really driven by the coker downtime. We lightened up our crude slate while the coker was offline, and it also results in incremental asphalt sales, and we estimate about a $10,000,000 margin impact. That translates to about 19% capture. So I think when you normalize for that, you are back within sort of that 90% to 100% range. And then I think a similar story in Wyoming. As Richard referenced, we had the regional power outage that impacted most of the state for a few days and led to a multiple-week downtime, and ultimately, I think it impacted diesel sales, which was about $4,000,000. And I think adjusting for that margin loss, Wyoming capture would have been in the high 80s. I think the story is as simple as that.

Thank you, guys. That is helpful. I will turn it back.

The next question comes from Matthew Blair with Tudor, Pickering, Holt. Please go ahead.

Great. Thank you, and good morning, everyone. Will, maybe to just follow up on your comment there about looking at external growth opportunities, could you talk a little bit more about what opportunities that might be? Would that include retail integration, additional retail integration, or are you also open to refinery acquisitions or even corporate acquisitions?

Yes, Matthew. Happy to talk a little bit more about it. I think the best way to think about our framework is probably to look at our track record and to think about how we have operated in the past is a pretty good indicator of how we will approach the future. And so I think from our perspective, we are focused on growing the scale of the business when it is accretive. And, again, I think we are trying to find opportunities that are synergistic with our existing portfolio, where we can really generate an edge. And so that is our focus. And I think we hold two things to be true at the same time. I mean, you look at our history, we have grown this business through M&A. But I think we also fully understand that if you pursue growth at any price, you can destroy shareholder value very quickly. So being disciplined is important. And I think what we have found on the retail side is, generally, we can be competitive in small acquisitions, one- to five-store, and then we can be competitive on new builds and generate real returns in that area. Given the current market, larger-scale M&A in retail is less likely and more challenging given our competitors' cost of capital versus our own.

Sounds good. And then, Will, you also mentioned the cash coming in from the RIN sales. Have any update on potentially monetizing the Hawaii land, the excess land out there, or potentially monetizing the Laramie E&P investment? Thank you.

Sure. So on the land position in Hawaii, we are continuing to progress the redevelopment of that, and again, I think we are nearing completing getting the equipment to grade and are, again, working through the process to rehabilitate that and get it back into, I will say, in the commerce. And so I would not plan on that being an immediate benefit. I think this is a long-term project for us that is going to take us several years. But I do think it is an attractive asset. With respect to Laramie, I think the business there has continued to do well and has generated cash with its existing production, improved its balance sheet, and has continued to improve. I would say, like I have mentioned in the past, we own 46% of Laramie, so we have influence, but we do not have control. And our view is that the best way to generate max for our stake is to align with the other shareholders who have different time horizons than we do and ensure that we maximize the value of the business when they are ready to monetize. And so, again, I think the gas business is noncore to us. At the end of the day, though, we need to ensure that we are aligned with our partners to maximize the value and are not selling a minority non-controlling position.

Got it. Thank you.

The next question comes from Manav Gupta with UBS. Please go ahead.

Good morning. I had a very quick clarification. Can you remind us of your sensitivity to the WCS differential? I think it was about $14,000,000 per $1 of widening. But if you could reflect on that and then your view on the WCS differential itself with more Venezuelan crude coming into the United States.

Sure, Manav. So I think kind of at mid-cycle we are roughly running between 40,000 and 50,000 barrels a day of WCS, and so it is basically every dollar is worth around $15,000,000 to $16,000,000 a year. So that is, I think, the best way to think about our sensitivity on that. And I think at the end of the day, we are an indirect beneficiary of incremental Venezuelan barrels on the Gulf Coast, really as it cascades and pushes Canadian barrels back up into the Mid-Continent. And so we are seeing less volume flowing out of Vancouver and Westridge to the Far East, more barrels in Canada, and increasing apportionment on the lines, which is all favorable for crude differentials moving back out towards our mid-cycle range of, let us call it, $15 to $16 under WTI.

Thank you so much. I will turn it over.

This concludes our question and answer session. I would like to turn the conference back over to Will Monteleone for any closing remarks.

Thank you, Drew. 2025 was a year of meaningful progress. We set clear objectives, and we largely achieved them. We strengthened the balance sheet, we expanded the structural earnings power of the portfolio, and we continued to build a more diversified and durable business. Our objective remains constant: to increase the mid-cycle earnings power and grow the free cash flow per share over time through disciplined execution. I want to thank all of our employees across the organization for their continued focus on safe and reliable execution. Thank you all, and have a great day.