PATE WILLIAM 4

What Happened

• William Pate, a Director of Par Pacific Holdings, exercised four non-qualified stock option grants on Feb 27, 2026 covering a total of 689,709 shares and immediately disposed of those shares back to the issuer (cashless/net settlement).
• Breakdown by grant: 104,400 shares @ $17.00 (exercise cost $1,774,800; gross at $42.67 = $4,454,748), 100,355 @ $19.73 (cost $1,980,004; gross $4,282,148), 158,898 @ $16.52 (cost $2,624,995; gross $6,780,178), and 326,056 @ $14.91 (cost $4,861,495; gross $13,912,810).
• Gross proceeds shown (shares × $42.67) totaled about $29.43M; after exercise costs withheld the net cash payment to Mr. Pate was about $18.19M. No shares were retained — the transactions were a cashless/net settlement to the issuer.

Key Details

• Transaction date: 2026-02-27; Form 4 filed 2026-03-03 (see SEC filing for timeliness).
• Total shares exercised and disposed: 689,709.
• Total exercise cost (sum of strikes): ~$11.24M; gross disposal value: ~$29.43M; approximate net cash received: ~$18.19M.
• Option grants (footnotes): F1 = 104,400 @ $17.00 (granted 2/26/2019, expires 2/25/2027); F3 = 100,355 @ $19.73 (granted 2/21/2020, expires 2/20/2028); F4 = 158,898 @ $16.52 (granted 2/19/2021, expires 2/19/2029); F5 = 326,056 @ $14.91 (granted 2/18/2022, expires 2/18/2030).
• Footnote F2: the company made a cash payment equal to the shares × closing NYSE price on the exercise date less amounts withheld to pay the exercise price (i.e., a cashless/net settlement).
• Shares owned after the transactions: none retained from these exercises (shares were disposed to issuer).

Context

• This was an option exercise followed by disposal back to the company (cashless/net settlement), not an open-market sale. Such transactions are commonly done to cover exercise costs and taxes and do not necessarily indicate a change in the insider’s view of the company.
• For retail investors: exercises with immediate disposition convert option value into cash for the insider but do not increase or decrease their reported shareholding (in this case, the insider did not add net shares).