8-K

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): December 13, 2022

Par Pacific Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-36550	84-1060803
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500
Houston,	Texas	77024
(Address of principal executive offices)		(Zip Code)

(281) 899-4800

(Registrant’s telephone number, including area code)

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

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

Title of Class	Trading Symbol(s)	Name of each exchange of which registered
Common stock, $0.01 par value	PARR	New York Stock Exchange

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of William Monteleone as President of Par Pacific Holdings, Inc.

On December 13, 2022, the Board of Directors of Par Pacific Holdings, Inc. (the “Company” or “Par Pacific”) appointed William Monteleone as President of the Company, to be effective January 1, 2023. William Pate will continue to serve as Chief Executive Officer of the Company.

Mr. Monteleone, age 39, has served as Par Pacific’s Executive Vice President and Chief Financial Officer since January 2022 and served as its Senior Vice President and Chief Financial Officer from March 2017 to January 2022. Previously, he served as Senior Vice President of Mergers & Acquisitions from January 2015 to March 2017, and as Chief Executive Officer from June 2013 to January 2015. Mr. Monteleone graduated magna cum laude from Vanderbilt University with a bachelor's degree. In connection with his appointment, Mr. Monteleone’s annual base salary will be increased to $500,000.

Appointment of Shawn Flores as Senior Vice President and Chief Financial Officer of Par Pacific Holdings, Inc.

On December 13, 2022, the Board of Directors of the Company appointed Shawn Flores as Senior Vice President and Chief Financial Officer of the Company, to be effective January 1, 2023.

Mr. Flores, age 34, previously served as Par Pacific’s Vice President – Finance since 2021. Since joining the Company in 2014, he has also served as Vice President – Strategy and Financial Planning and Director of M&A and Business Development. Mr. Flores holds a master’s degree in finance and a bachelor’s degree in accounting from Texas A&M University. In connection with his appointment, Mr. Flores’s annual base salary will be increased to $350,000.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the appointments of Messrs. Monteleone and Flores is filed herewith as Exhibit 99.1 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release Issued by Par Pacific Holdings, Inc. dated December 19, 2022.
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.

		Par Pacific Holdings, Inc.
Dated:	December 19, 2022	/s/ Jeffrey R. Hollis
		Jeffrey R. Hollis
		Vice President, General Counsel and Secretary

EX-99.1

Par Pacific Announces Management Promotions

Par Pacific Appoints William Monteleone as President and Shawn Flores as Senior Vice President & Chief Financial Officer

HOUSTON, DECEMBER 19, 2022 (GLOBE NEWSWIRE) – Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific” or the “Company”) today announced the appointment of William Monteleone as President effective January 1, 2023. In his new role, Mr. Monteleone will continue to report to Chief Executive Officer William Pate and will be responsible for all company operations in refining, logistics, renewables, and retail along with the commercial, information technology, procurement, and human resources functions.

Mr. Monteleone has been with Par Pacific since 2013, most recently having served as Executive Vice President & Chief Financial Officer since 2017. Since 2012, Mr. Monteleone has been on Par Pacific’s Board of Directors. Prior to joining Par Pacific, Mr. Monteleone was Vice President at Equity Group Investments (EGI), the Chicago-based private investment firm founded and led by Sam Zell, where he was involved in a range of restructurings and investments primarily within the energy industry. Mr. Monteleone began his professional career at Banc of America Securities LLC. Mr. Monteleone graduated from Vanderbilt University with a bachelor’s degree in economics.

Concurrent with Mr. Monteleone’s promotion, Shawn Flores has been promoted to Senior Vice President & Chief Financial Officer. Mr. Flores has been with Par Pacific since 2014 in a variety of financial leadership roles. Most recently, Mr. Flores held the position of Vice President of Finance where he was responsible for Par Pacific’s treasury, risk management, financial planning and strategy, and mergers and acquisitions functions. Prior to joining Par Pacific, Mr. Flores worked in finance roles with BG Group in Houston, Texas and the United Kingdom. Mr. Flores holds a master’s degree in finance and a bachelor’s degree in accounting, both from Texas A&M University and is a certified public accountant (CPA) licensed in the state of Texas.

Mr. Pate commented, “Our new management structure will allow Will as our President to focus on the integration of our growing operational footprint and accelerate our renewable fuels production objectives. I am proud of the capability and depth of our company’s talent, which enables us to seamlessly align our structure with a seasoned leader like Will while ensuring that our CFO role is filled by someone as strong as Shawn.”

About Par Pacific

Par Pacific Holdings, Inc. (NYSE: PARR), headquartered in Houston, Texas, owns and operates market-leading energy, infrastructure, and retail businesses. Par Pacific’s strategy is to acquire and develop businesses in logistically complex, niche markets. Par Pacific owns and operates one of the largest energy networks in Hawaii with 94,000 bpd of operating refining capacity, a logistics system supplying the major islands of the state and 90 retail locations. In the Pacific Northwest and the Rockies, Par Pacific owns and operates 61,000 bpd of combined refining capacity, related multimodal logistics systems, and 31 retail locations. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado. More information is available at www.parpacific.com.

Contact:

Ashimi Patel

Director, Investor Relations

(832) 916-3355

apatel@parpacific.com

XML

Cover Page	Dec. 13, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 13, 2022
Entity Registrant Name	Par Pacific Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-36550
Entity Tax Identification Number	84-1060803
Entity Address, Address Line One	825 Town & Country Lane, Suite 1500
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77024
City Area Code	281
Local Phone Number	899-4800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	PARR
Security Exchange Name	NYSE
Entity Central Index Key	0000821483
Amendment Flag	false