PBF Energy Announces Pricing of $500 Million of Senior Notes due 2034

Rhea-AI Summary

PBF Energy (NYSE:PBF) announced that subsidiary PBF Holding has priced $500 million of 7.25% senior notes due 2034 in a private offering, expected to close May 28, 2026.

PBF Holding plans to use proceeds and cash to redeem all $801.6 million of its 6.00% notes due 2028, with a conditional redemption date of June 25, 2026.

Positive

• Prices $500 million of 7.25% senior notes due 2034
• Plans full redemption of $801.6 million 6.00% notes due 2028
• 2028 note redemption at 100% of principal plus accrued interest
• Redemption conditioned on securing at least $500 million of new debt financing

Negative

• New 2034 notes carry a 7.25% coupon versus 6.00% on 2028 notes
• Offering is unregistered and limited to qualified institutional and non-U.S. investors
• Redemption of 2028 notes depends on successful completion of new financings

News Market Reaction – PBF

+1.41%

2 alerts

+1.41% Session close to close

$4.53B Market Cap

4.46K Volume

In the May 27 session, PBF gained 1.41%, reflecting a mild positive market reaction. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement outlines PBF’s plan to issue $500 million of 7.25% senior notes due 2034 and use t...

Analysis

This announcement outlines PBF’s plan to issue $500 million of 7.25% senior notes due 2034 and use the proceeds, with cash, to redeem all $801.6 million of 6.00% notes due 2028, subject to completion of at least $500.0 million in debt financing. Investors may track closing of the offering, satisfaction of redemption conditions, and how this refinancing sits alongside recent earnings and capital allocation decisions.

Key Figures

New notes size: $500 million Coupon rate: 7.25% Maturity year: 2034 +5 more

8 metrics

New notes size $500 million Aggregate principal amount of 7.25% senior notes due 2034

Coupon rate 7.25% Interest rate on new senior notes due 2034

Maturity year 2034 Maturity of the newly priced senior notes

Redeemed notes balance $801.6 million Outstanding 6.00% Senior Notes due 2028 subject to redemption

Redemption price 100.000% Of aggregate principal amount of 2028 Notes, plus accrued interest

Redemption date June 25, 2026 Conditional optional full redemption date for 2028 Notes

Financing condition $500.0 million Minimum aggregate gross proceeds from debt financings required for redemption

2028 notes coupon 6.00% Interest rate on Senior Notes due 2028 being redeemed

Historical Context

5 past events · Latest: Apr 30 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 30	Q1 2026 earnings	Positive	+0.5%	Reported Q1 2026 results, dividend, and Martinez restart progress.
Mar 25	Earnings date notice	Neutral	+2.1%	Announced timing and access details for Q1 2026 earnings call.
Mar 12	Conference participation	Neutral	+1.4%	Management participation in Piper Sandler Energy Conference.
Feb 20	Conference schedule	Neutral	-0.2%	Planned attendance at multiple investor conferences.
Feb 12	FY 2025 earnings	Negative	-5.9%	Reported Q4 and full-year 2025 results and declared dividend.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent earnings and conference-related headlines have generally coincided with modestly positive price moves.

Recent Company History

Over the past few months, PBF reported Q4 2025 and Q1 2026 results, each paired with a $0.275 dividend and updates on the Martinez refinery restart. These earnings events on Feb 12 and Apr 30 showed mixed operating performance but mostly moderate price reactions. Additional items were scheduling and attending investor conferences. Against this backdrop, the new senior notes pricing fits into ongoing balance sheet and capital markets activity.

Key Terms

senior notes, aggregate principal amount, Rule 144A, Regulation S, +2 more

6 terms

senior notes financial

"priced $500 million in aggregate principal amount of 7.25% senior notes due 2034"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

aggregate principal amount financial

"priced $500 million in aggregate principal amount of 7.25% senior notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

Rule 144A regulatory

"resold by the initial purchasers to qualified institutional buyers under Rule 144A"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

private placement financial

"The Notes will be offered in a private placement and are expected to be resold"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

notice of redemption regulatory

"This press release does not constitute a notice of redemption under the indenture"

A notice of redemption is a formal announcement from a bond or preferred-stock issuer that it will repay and retire those securities on a specified date and at a specified price, telling holders which issues will be called and when. It matters to investors because it changes the timing and amount of expected cash flows—like a store buying back a gift card early, you get your money sooner but may lose future income and must find a new place to reinvest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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PARSIPPANY, N.J., May 26, 2026 /PRNewswire/ -- PBF Energy Inc. (NYSE: PBF) ("PBF Energy") today announced that its indirect subsidiary, PBF Holding Company LLC ("PBF Holding"), priced $500 million in aggregate principal amount of 7.25% senior notes due 2034 (the "Notes") in a private offering. The offering is expected to close on May 28, 2026, subject to customary closing conditions. The Notes will be co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding. PBF Holding intends to use the net proceeds from the offering and available cash to fund the redemption in full of its outstanding 6.00% Senior Notes due 2028 (the "2028 Notes").

The Notes will be offered in a private placement and are expected to be resold by the initial purchasers to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The offer of the Notes will be made only by means of a private offering memorandum to qualified investors and has not been and will not be registered under the Securities Act or any applicable state securities laws, and the Notes may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.

This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the Notes and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction.

This press release does not constitute a notice of redemption under the indenture governing the 2028 Notes. On May 26, 2026, PBF Holding and PBF Finance issued a notice of conditional optional full redemption for all $801.6 million of the outstanding 2028 Notes at a redemption price equal to 100.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date of June 25, 2026. The redemption of the 2028 Notes is conditioned upon successful completion by PBF Holding and PBF Finance of one or more debt financings with aggregate gross proceeds of no less than $500.0 million after the date of such notice.

Forward-Looking Statements
Statements in this press release relating to future plans, results, performance, expectations, achievements and the like are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the risks relating to the offering, the proposed redemption, the securities markets generally and the company's expectations with respect to the closing of the offering and the anticipated use of proceeds therefrom. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the company's control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks disclosed in the company's filings with the SEC. All forward-looking statements speak only as of the date hereof. The company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable securities laws.

About PBF Energy Inc.
PBF Energy Inc. (NYSE: PBF) is one of the largest independent refiners in North America, operating, through its subsidiaries, oil refineries and related facilities in California, Delaware, Louisiana, New Jersey and Ohio. Our mission is to operate our facilities in a safe, reliable and environmentally responsible manner, provide employees with a safe and rewarding workplace, become a positive influence in the communities where we do business, and provide superior returns to our investors.

PBF Energy is also a 50% partner in the St. Bernard Renewables joint venture focused on the production of next generation sustainable fuels.

Contacts:

Colin Murray (investors)
ir@pbfenergy.com
Tel: 973.455.7578

Michael C. Karlovich (media)
mediarelations@pbfenergy.com
Tel: 973.455.8994

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SOURCE PBF Energy Inc.

FAQ

What did PBF Energy (PBF) announce on May 26, 2026 about new senior notes?

PBF Energy announced that PBF Holding priced $500 million of 7.25% senior notes due 2034 in a private offering. According to PBF Energy, the deal is expected to close on May 28, 2026, subject to customary closing conditions.

How will PBF Energy (PBF) use the $500 million senior notes due 2034?

PBF Holding intends to use net proceeds from the 2034 notes and available cash to fund full redemption of its 6.00% senior notes due 2028. According to PBF Energy, this redemption targets all $801.6 million of outstanding 2028 notes.

What are the key terms of PBF Energy’s 7.25% senior notes due 2034 (PBF)?

The new notes total $500 million in aggregate principal and carry a 7.25% coupon, maturing in 2034. According to PBF Energy, they are privately offered by PBF Holding and co-issued by PBF Finance Corporation to qualified buyers under Rule 144A and Regulation S.

What is happening to PBF Energy’s 6.00% senior notes due 2028 (PBF)?

PBF Holding and PBF Finance issued a notice of conditional optional full redemption for all $801.6 million of 2028 notes. According to PBF Energy, redemption is at 100% of principal plus accrued interest, with a targeted redemption date of June 25, 2026.

What conditions must be met for PBF Energy (PBF) to redeem its 2028 senior notes?

Redemption of the 2028 senior notes is conditioned on PBF Holding and PBF Finance completing one or more debt financings. According to PBF Energy, these financings must generate aggregate gross proceeds of at least $500 million after the date of the notice.

Is PBF Energy’s $500 million senior notes due 2034 (PBF) public or private?

The 2034 senior notes are being issued in a private placement, not registered under the Securities Act. According to PBF Energy, the notes may be resold only to qualified institutional buyers and certain non-U.S. persons under Rule 144A and Regulation S.