PBF Insider Files Form 144 for 50,000 Class A Shares Worth $1.7M

Rhea-AI Filing Summary

PBF Energy Inc. (PBF) filed a Form 144 reporting a proposed sale of 50,000 Class A shares through Fidelity Brokerage Services on 09/25/2025. The filing states an aggregate market value of $1,706,690.10, with the company showing 115,698,631 shares outstanding, so the proposed sale represents roughly 0.043% of outstanding shares. The securities were acquired under an option granted on 10/27/2015, with the acquisition and planned sale both listed as 09/25/2025, and proceeds to be received in cash. The filer reports no sales in the past three months and affirms no undisclosed material adverse information.

Positive

• Transparent disclosure of broker, share count, acquisition history, and planned sale date in compliance with Rule 144
• No securities sold in the prior three months, simplifying aggregation and indicating this is an isolated reported sale

Negative

• Insider liquidity event involving $1.7M of stock may attract investor attention despite being small relative to outstanding shares

Insights

Financial Analyst

TL;DR: A routine insider sale of 50,000 shares worth $1.7M — small relative to total shares outstanding, likely immaterial to valuation.

The filing discloses a single proposed sale by a person associated with PBF: 50,000 Class A shares valued at $1,706,690.10 to be executed via Fidelity on 09/25/2025. Given the issuer's 115.7 million shares outstanding, the sale equals about 0.043% of outstanding shares, which is modest in size and unlikely to move the stock or alter the company's capital structure. The shares derive from an option originally granted in 2015 and the transaction is cash-settled. No other recent sales are reported, which reduces immediate market-signaling risk.

Corporate Governance Expert

TL;DR: Disclosure meets Rule 144 requirements; the filing is transparent but flags an insider liquidity event.

The Form 144 includes required broker, share count, acquisition details, and the seller's representation about material non-public information. The option grant date (10/27/2015) and same-day acquisition/sale dates listed (09/25/2025) are noted in the table. The absence of securities sold during the prior three months simplifies aggregation rules. From a governance standpoint, this is a standard compliance filing documenting an insider's planned sale; it does not by itself indicate governance concerns but merits monitoring if similar filings recur.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	50000	1706690.10	115698631	09/25/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	09/25/2025	Option Granted 10/27/2015	Issuer			50000	09/25/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did PBF report on Form 144?

The filer reported a proposed sale of 50,000 Class A shares via Fidelity on 09/25/2025, with aggregate market value $1,706,690.10.

How large is the proposed sale relative to PBF's shares outstanding?

The sale represents about 0.043% of the reported 115,698,631 shares outstanding.

When and how were the shares acquired?

The shares relate to an option granted on 10/27/2015; the filing lists the acquisition date as 09/25/2025 and payment as cash.

Did the filer sell other PBF securities in the past three months?

The filing states Nothing to Report for securities sold during the past three months.

Does the filing indicate any undisclosed material information?

By signing, the filer represents they do not know of any material adverse information about the issuer that has not been publicly disclosed.