What the changes say
- Tariff exposure is now framed around 2025 U.S. trade measures that could raise crude and other feedstock costs.
- Labor negotiations are more immediate: 395 refinery employees’ agreements expired and are continuing under 24-hour extensions.
- The stock-price range widened materially, from $12.23 to $47.20 during 2025, versus $15.09 to $40.34 in 2024.
- A prior Canada-crude tariff risk was dropped, while a broader climate-reporting and cap-and-trade discussion was also removed.
What changed since the prior 10-K
New
- New
Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business, results of operations, and financial condition
New U.S. tariffs, including heightened China tariffs and other country-specific duties, could raise the cost of crude oil and other refinery feedstocks.
- NewREGULATORY RISK
increased operating costs that could be significant and have a material adverse effect on our financial position or results of operations. Additionally, we are subject to periodic inspection and audit regarding these requirements
More stringent PHMSA pipeline-safety requirements, inspections, audits, and FERC-related obligations could significantly increase operating costs.
- NewBUSINESS RISKS
The development of alternative and competing products could adversely impact our business
Alternative fuels such as liquefied natural gas for power generation could reduce demand for the company’s refined products.
Dropped
- DroppedREGULATORY RISK
to reporting of GHG emissions in the U.S. These EPA policies and rulemakings could adversely affect our operations and restrict or delay our ability to obtain air permits for new or modified facilities
- DroppedREGULATORY RISK
Tariffs may adversely affect our financial condition, results of operations, and cash flows
Reworded
- 78% rewrittenBUSINESS RISKS
A substantial portion of our refining workforce is unionized and we may face labor disruptions that would interfere with our operations
The workforce fell to 1,758, refinery union coverage to 395 employees, and United Steelworkers agreements expired January 31, 2026, with 24-hour extensions during negotiations; the Montana pipeline employees’ business and agreement date also changed.
- 64% rewrittenBUSINESS RISKS
Acquisitions may prove to be worth less than we paid because of uncertainties in evaluating potential liabilities
No substantive change; the risk still concerns acquisitions being worth less because due diligence may miss environmental or other contingent liabilities.
- 50% rewrittenREGULATORY RISK
Potential legislative and regulatory actions addressing climate change could increase our costs, reduce our revenue and cash flow from operations, or otherwise alter the way we conduct our business
No substantive change; the risk still covers climate regulations, emission reductions, carbon taxes, compliance costs, and lower refined-product demand.
- 37% rewrittenRISKS RELATED TO OUR COMMON STOCK
The price of our common stock historically has been volatile. This volatility may affect the price at which you could sell your common stock
The 2025 stock-price range changed to $12.23–$47.20 from $15.09–$40.34 in 2024.
- 37% rewritten
The volatility of crude oil prices and refined product prices and changes in the demand for such products may have a material adverse effect on our cash flow and results of operations
No substantive change; the risk still concerns crude and feedstock prices, refined-product prices, and fluctuating crack spreads.
- 36% rewrittenREGULATORY RISK
We may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs
No substantive change; the risk still concerns PHMSA integrity programs, pipeline repairs, and remediation affecting high-consequence areas.
- 27% rewritten
Geopolitical conflicts, including the Russia-Ukraine war, could increase the cost of our crude oil feedstocks and affect the demand for our products
No substantive change; the risk still concerns sanctions and retaliatory actions related to the Russia-Ukraine war increasing costs or reducing sales.
Was: Geopolitical conflicts, including the conflict between Russia and Ukraine, could increase the cost of our crude oil feedstocks and affect the demand for our products
- 25% rewrittenREGULATORY RISK
We will be required to undertake significant environmental remediation and other corrective actions in connection with certain prior acquisitions
No substantive change; the risk still concerns significant remediation and corrective actions at the Wyoming refinery under existing environmental orders.
- 23% rewrittenBUSINESS RISKS
The retail market is diverse and highly competitive
Was: The retail market is diverse and highly competitive. Aggressive competition and the development of alternative fuels could adversely impact our business
- 21% rewrittenREGULATORY RISK
Compliance with and changes in tax laws could materially and adversely affect our financial condition, results of operations and cash flows
All 48 risk factors
Headings as the filing states them, in filing order.
Other
- 01Our operations are subject to operational hazards that could expose us to potentially significant losses
- 02The volatility of crude oil prices and refined product prices and changes in the demand for such products may have a material adverse effect on our cash flow and results of operations37% rewritten
- 03Instability in the global economic and political environment can lead to volatility in the cost and availability of crude oil and prices for refined products, which could adversely impact our results of operations
- 04Geopolitical conflicts, including the Russia-Ukraine war, could increase the cost of our crude oil feedstocks and affect the demand for our products27% rewritten
- 05Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business, results of operations, and financial conditionNew
- 06Many of our refined products could cause serious injury or death if mishandled or misused by us or our purchasers, or if defects occur during manufacturing
- 07Our business is impacted by increased risks of spills, discharges, or other releases of petroleum or hazardous substances in our refining and logistics operations
- 08Our operations, including the operation of underground storage tanks, are also subject to the risk of environmental litigation and investigations which could affect our results of operations
- 09Our insurance coverage may be inadequate to protect us from the liabilities that could arise in our business
- 10We are subject to interruptions of supply and increased costs as a result of our reliance on third-party transportation of conventional and renewable feedstocks and refined products to and from our refineries
- 11The financial and operating results of our refineries, including the products they refine and sell, can be seasonal
- 12We rely upon certain critical information systems for the operation of our business and the failure of any critical information system, including a cybersecurity breach, may result in harm to our business
- 13Climate change may increase the frequency and severity of weather events that could result in severe personal injury, property damage, and environmental damage, which could curtail our operations and otherwise materially adversely affect our cash flows
- 14Through our investment in Laramie Energy, we are subject to all of the risks of natural gas and oil exploration and production, but we lack the ability to control Laramie Energy’s operations and our ability to extract value is limited
REGULATORY RISK
- 15Meeting the requirements of evolving environmental, health, and safety laws and regulations, including those related to climate change and marine protection, could adversely affect our performance
- 16Renewable fuels mandates and other mandates may reduce demand for the petroleum fuels we produce, which could have a material adverse effect on our business results of operations and financial condition
- 17Potential legislative and regulatory actions addressing climate change could increase our costs, reduce our revenue and cash flow from operations, or otherwise alter the way we conduct our business50% rewritten
- 18Regulatory and other requirements concerning the transportation of crude oil and other commodities by rail may cause increases in transportation costs or limit the amount of crude oil that we can transport by rail
- 19We will be required to undertake significant environmental remediation and other corrective actions in connection with certain prior acquisitions25% rewritten
- 20We may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs36% rewritten
- 21increased operating costs that could be significant and have a material adverse effect on our financial position or results of operations. Additionally, we are subject to periodic inspection and audit regarding these requirementsNew
- 22Compliance with and changes in tax laws could materially and adversely affect our financial condition, results of operations and cash flows21% rewritten
BUSINESS RISKS
- 23The locations of our refineries and related assets in certain limited geographic areas create an exposure to localized economic risks
- 24The retail market is diverse and highly competitive23% rewritten
- 25The development of alternative and competing products could adversely impact our businessNew
- 26If we are unable to obtain crude oil supplies for our refineries without the benefit of our Inventory Intermediation Agreement and ABL Credit Facility, the capital required to finance our crude oil supply could negatively impact our liquidity
- 27The Inventory Intermediation Agreement expose us to counterparty credit and performance risk
- 28Inadequate liquidity could materially and adversely affect our business operations in the future
- 29Our ability to generate cash and repay our indebtedness or fund capital expenditures depends on many factors beyond our control and any failure to do so could harm our business, financial condition, and results of operations
- 30We have a substantial amount of indebtedness, which requires significant interest payments. As of December 31, 2025, we had $0.8 billion of indebtedness and Interest expense and financing costs, net for the year ended December 31, 2025, was $82.4 million
- 31Despite our current debt levels, we may still incur substantially more debt or take other actions which would intensify the risks associated with our substantial leverage
- 32Our debt agreements impose significant operating and financial restrictions on us
- 33We may incur losses and incur additional costs as a result of our forward-contract activities and derivative transactions
- 34Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly and otherwise impact our ability to incur indebtedness for acquisitions and working capital needs
- 35We cannot be certain that our net operating loss tax carryforwards will continue to be available to offset our tax liability
- 36We may be unable to successfully identify, execute, or effectively integrate future acquisitions, which may negatively affect our results of operations
- 37Acquisitions may prove to be worth less than we paid because of uncertainties in evaluating potential liabilities64% rewritten
- 38A substantial portion of our refining workforce is unionized and we may face labor disruptions that would interfere with our operations78% rewritten
- 39Changes in the availability of and the cost of labor could adversely affect our business
- 40Technological change or adverse changes in global economic conditions could affect the demand for transportation fuels and impact our business and financial condition in ways that we currently cannot predict
RISKS RELATED TO OUR COMMON STOCK
- 41Because we have no near term plans to pay cash dividends on our common stock, investors must look solely to stock appreciation for a return on their investment in us
- 42If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our common stock, or if our operating results do not meet their expectations, our stock price could decline
- 43The price of our common stock historically has been volatile. This volatility may affect the price at which you could sell your common stock37% rewritten
- 44An impairment of an equity investment, a long-lived asset, or goodwill could reduce our earnings or negatively impact the value of our common stock
- 45The market for our common stock has been historically illiquid, which may affect your ability to sell your shares
- 46Delaware law, our charter documents, and concentrated stock ownership may impede or discourage a takeover, which could reduce the market price of our common stock
- 47We may issue preferred stock with terms that could adversely affect the voting power or value of our common stock and any future issuances of our common stock may reduce our stock price
- 48Investor sentiment towards climate change, fossil fuels, sustainability, and other Environmental, Social, and Governance (“ESG”) matters could adversely affect our business and our stock price
Other Par Pacific Holdings 10-Ks
- FY2024 10-K risk factors47 risks
Refining operations face high exposure to commodity price volatility and geopolitical instability like the Russia-Ukraine conflict.
Filed Feb 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.