SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PATE WILLIAM

(Last)

(First)

(Middle)

825 TOWN AND COUNTRY LANE

SUITE 1500

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PAR PACIFIC HOLDINGS, INC. [ PARR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2026		M⁽¹⁾		104,400	A	$17	604,010	D
Common Stock	02/27/2026		D⁽²⁾		104,400	D	$42.67	499,610	D
Common Stock	02/27/2026		M⁽³⁾		100,355	A	$19.73	599,965	D
Common Stock	02/27/2026		D⁽²⁾		100,355	D	$42.67	499,610	D
Common Stock	02/27/2026		M⁽⁴⁾		158,898	A	$16.52	658,508	D
Common Stock	02/27/2026		D⁽²⁾		158,898	D	$42.67	499,610	D
Common Stock	02/27/2026		M⁽⁵⁾		326,056	A	$14.91	825,666	D
Common Stock	02/27/2026		D⁽²⁾		326,056	D	$42.67	499,610	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$17	02/27/2026		M⁽¹⁾			104,400	⁽¹⁾	02/25/2027⁽⁴⁾	Common Stock	104,400	⁽¹⁾	0	D
Stock Option	$19.73	02/27/2026		M⁽³⁾			100,355	⁽³⁾	02/20/2028⁽⁴⁾	Common Stock	100,355	⁽³⁾	0	D
Stock Option	$16.52	02/27/2026		M⁽⁴⁾			158,898	⁽⁴⁾	02/19/2029⁽⁴⁾	Common stock	158,898	⁽⁴⁾	0	D
Stock Option	$14.91	02/27/2026		M⁽⁵⁾			326,056	⁽⁵⁾	02/18/2030⁽⁴⁾	Common stock	326,056	⁽⁵⁾	0	D

Explanation of Responses:

1. Represents a non-qualified stock option to purchase 104,400 shares of Par Pacific Holdings, Inc. ("Company") common stock at an exercise price of $17.00 per share granted to Mr. Pate on February 26, 2019, and expiring on February 25, 2027.

2. On February 27, 2026, the Company made a cash payment to the reporting person in an amount equal to (i) the number of shares issued to the reporting person multiplied by (ii) the the closing price of the Company's closing stock price on the New York Stock Exchange on the exercise date less (iii) the amount withheld to pay the exercise price.

3. Represents a non-qualified stock option to purchase 100,355 shares of Company common stock at an exercise price of $19.73 per share granted to Mr. Pate on February 21, 2020, and expiring on February 20, 2028.

4. Represents a non-qualified stock option to purchase 158,898 shares of Company common stock at an exercise price of $16.52 per share granted to Mr. Pate on February 19, 2021, and expiring on February 19, 2029.

5. Represents a non-qualified stock option to purchase 326,056 shares of Company common stock at an exercise price of $14.91 per share granted to Mr. Pate on February 18, 2022, and expiring on February 18, 2030.

	/s/ William Pate	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Director Pate William exercised 689,709 shares at a strike of $16.30 and returned $29,429,883 worth of shares to the company (689,709 units at $42.67) (SEC Form 4)