James Matthew Vaughn - 18 Feb 2022 Form 4 Insider Report for PAR PACIFIC HOLDINGS, INC. (PARR)

Footnote F1

Represents a grant of shares of restricted stock received by the reporting person. One fourth of the shares will vest on each of the first, second, third and fourth anniversaries of the grant date.

Footnote F2

Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.

Footnote F3

Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.

Footnote F4

Each performance-based restricted stock unit ("RSU") represents the right to receive, upon vesting, up to 120% of one share of Par Pacific Holdings, Inc. ("Par Pacific") common stock. The resulting number of shares of Par Pacific common stock acquired upon vesting of the performance-based RSU iscontingent upon the achievement of pre-established performance metrics, as approved by Par Pacific's Compensation Committee, over a three-year performance period beginning on the grant date and ending on the third anniversary of the grant date. Upon conversion, the reporting person received 7,668 shares of Par Pacific common stock.

Footnote F5

Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of RSUs and resulting conversion into common stock.

Footnote F6

Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.

Footnote F7

Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.

Footnote F8

One fourth of the shares will vest on each of the first, second, third and fourth anniversaries of the grant date.