PBF Energy (PBF) SEC Filings

PBF Energy Inc. ten percent owner Control Empresarial de Capitales S.A. de C.V. reported two direct sales of Class A Common Shares on October 8, 2026: 70,000 shares at a weighted-average price of $87.5022 and 100,000 shares at a weighted-average price of $88.4028. The sales occurred in multiple transactions, and no Rule 10b5-1 plan is reported.

Control Empresarial de Capitales S.A. de C.V., a ten percent owner of PBF Energy Inc., sold 120,000 Class A Common Shares on October 5, 2026, at a weighted average price of $84.1258 per share. The reported direct position after the sale was 13,496,127 shares. No Rule 10b5-1 plan is reported.

Control Empresarial de Capitales S.A. de C.V., identified as a ten-percent owner of PBF Energy Inc., sold 100,000 Class A Common Shares on October 1, 2026, at a weighted-average price of $82.00 per share; individual sale prices ranged from $82.00 to $82.005. The reported direct position following the sale was 13,616,127 Class A Common Shares. The sale was not reported as made under a Rule 10b5-1 plan.

PBF Energy Inc. is the issuer for which BlackRock, Inc., the reporting person, reported beneficial ownership of 12,222,382 Class A shares, or 10.3%, as of September 30, 2026. BlackRock reported sole voting power over 11,986,007 shares and sole dispositive power over 12,222,382 shares, with no shared voting or dispositive power.

The report reflects securities beneficially owned or deemed beneficially owned by certain BlackRock business units, subsidiaries and affiliates, excluding units whose ownership is disaggregated. Various persons have rights to dividends or sale proceeds, but no one person's interest is more than 5% of PBF's outstanding common shares. Spencer Fleming signed as Managing Director.

PBF Energy Inc. disclosed that its subsidiary PBF Holding Company LLC and certain wholly owned subsidiaries entered into an amended and restated asset-based revolving credit agreement with Bank of America, National Association as administrative agent and other lenders. The facility has a $4.0 billion maximum commitment and replaced the prior agreement dated August 23, 2023.

The new facility matures September 30, 2031, and commitment fees on the unused portion are reduced compared with the prior agreement.

PBF Energy Inc. (PBF), through subsidiary PBF Holding Company LLC, issued $550.0 million of 0% Exchangeable Senior Notes due 2032 in a Rule 144A private placement, including $50.0 million from the initial purchasers’ option. Net proceeds were approximately $533.6 million.

The company intends to use the proceeds to fund capped call transactions, redeem in full its outstanding 7.875% senior unsecured notes due 2030, and for general corporate purposes. The notes are senior unsecured obligations, guaranteed by key operating subsidiaries, and mature on January 15, 2032. They are exchangeable into PBF Class A common stock at an initial rate of 10.3306 shares per $1,000 principal (equivalent to an exchange price of about $96.80 per share), subject to customary adjustment and specified exchange conditions.

PBF and the issuers also entered into capped call transactions designed to reduce potential dilution and/or cash outlay on exchanges, with an initial cap price of $123.20 per share, a 75% premium to the $70.40 PBF share price on September 14, 2026. A registration rights agreement provides for registration of the notes and any exchange shares and requires the issuers to pay up to 0.50% per annum in special interest upon certain registration defaults.

PBF Energy Inc. (PBF) reported that major shareholder Control Empresarial de Capitales S.A. de C.V., a ten percent owner, sold 150,000 Class A Common Shares on September 11, 2026 in an open-market transaction at a weighted average price of $80.5998 per share, with individual trade prices ranging from $80.51 to $80.61. Following this sale, the reporting holder beneficially owned 13,716,127 Class A Common Shares directly. No Rule 10b5-1 trading plan is indicated.

PBF Energy Inc. (PBF) announced that indirect subsidiary PBF Holding Company LLC, together with PBF Finance Corporation, priced a private offering of $500 million aggregate principal amount of 0% senior unsecured exchangeable notes due January 15, 2032, with an option for an additional $50 million.

The notes are exchangeable into cash and, if applicable, cash, PBF Energy Class A common stock or a combination, at the issuers’ election, based on an initial exchange price of about $96.80 per share, a 37.5% premium to the $70.40 stock price on September 14, 2026. PBF’s subsidiaries expect net proceeds of about $485.0 million, of which $25.2 million will fund capped call transactions and the remainder, with cash on hand, will be used to repay or redeem outstanding 7.875% Senior Unsecured Notes due 2030.

PBF Energy Inc. (PBF) announced that its indirect subsidiary PBF Holding Company LLC, together with PBF Finance Corporation, plans a private offering of $500 million of senior unsecured exchangeable notes due January 15, 2032, with an option for initial purchasers to buy an additional $50 million of notes. Net proceeds, along with available cash, are intended to fund the full redemption of $500 million of existing 7.875% Senior Unsecured Notes due 2030, which are subject to a conditional optional redemption at 103.938% of principal plus accrued interest, targeted for September 24, 2026.

Separately, PBF Energy completed the acquisition of two hydrogen production plants at its Torrance refinery from Air Products West Coast Hydrogen LLC for $44.8 million in cash and a promissory note recorded as approximately $342.2 million of debt, and removed the related lease liabilities and right-of-use assets. PBF Holding is also negotiating an amendment and extension of its revolving credit facility, targeting a new maturity in 2031 and increased borrowing capacity in the $3.5–$4.0 billion range.