PBF Energy (PBF) to issue $500M notes, redeem $801.6M 2028 bonds

Q: What debt offering did PBF Energy (PBF) announce in this 8-K?

PBF Energy’s subsidiary PBF Holding intends to offer $500 million in aggregate principal amount of senior unsecured notes due 2034 in a private placement, co-issued with PBF Finance Corporation, to qualified institutional buyers and certain non-U.S. investors.

Q: How will PBF Holding use the proceeds from the new 2034 senior notes?

PBF Holding plans to use the net proceeds from the $500 million notes offering, together with available cash, to fund the full redemption of its outstanding 6.00% Senior Notes due 2028 , replacing shorter-dated debt with longer-term obligations.

Q: What is the current status of PBF Energy’s Martinez refinery after the 2025 fire?

Units damaged in the February 2025 Martinez refinery fire have been rebuilt and returned to operational status, running at planned rates. A major hydrocracker complex turnaround was rescheduled from late second quarter to late third quarter 2026 after extensive inspections and evaluations.

Q: How has the May 2026 incident affected PBF Energy’s Chalmette refinery operations?

After a May 8, 2026 process upset and fire at Chalmette, one pre-treater was damaged and a reformer taken offline. Repairs began May 11, 2026 and are expected to finish in third quarter 2026, while the refinery continues operating at previously planned rates.

Q: What liquidity position did PBF Holding report as of May 7, 2026?

As of May 7, 2026 , PBF Holding reported approximately $550 million in available cash and cash equivalents, following the repayment of all remaining borrowings under its revolving credit facility, providing a cash buffer alongside the planned refinancing activity.

Q: Are the new PBF Energy notes being registered under the Securities Act?

No. The senior notes will be offered in a private placement and are not registered under the Securities Act or state securities laws. They may only be resold to qualified institutional buyers under Rule 144A or to non-U.S. persons under Regulation S .

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

PBF Energy Inc. plans a private offering of $500 million of senior unsecured notes due 2034, co-issued by PBF Holding Company LLC and PBF Finance Corporation. PBF Holding intends to use the net proceeds and available cash to redeem in full its outstanding 6.00% Senior Notes due 2028.

PBF Holding and PBF Finance have issued a conditional notice to redeem all $801.6 million of the 2028 notes at 100% of principal plus accrued interest, with redemption targeted for June 25, 2026, subject to completing at least $500 million of new debt financing.

The company also reports that units affected by the February 2025 fire at the Martinez refinery have been rebuilt, restarted, and are running at planned rates, with a major hydrocracker turnaround rescheduled from late second quarter to late third quarter of 2026. At the Chalmette refinery, repairs following a May 8, 2026 process upset and fire are expected to be completed in the third quarter of 2026, while the refinery continues operating at previously planned rates. As of May 7, 2026, PBF Holding held about $550 million in cash and cash equivalents after repaying all remaining borrowings under its revolving credit facility.

Insights

PBF refinances 2028 notes, manages refinery events, maintains liquidity.

PBF Energy is pursuing a private issuance of $500 million senior unsecured notes due 2034, with proceeds and cash earmarked to redeem $801.6 million of 6.00% notes due 2028. This shifts debt maturities further out, while keeping total gross debt broadly similar.

The conditional redemption at 100% of principal plus accrued interest depends on completing at least $500 million of new financing. Execution therefore hinges on market conditions and investor demand for the notes, though the company is using a Rule 144A/Reg S structure aimed at institutional buyers.

Operationally, the Martinez refinery assets damaged in the February 2025 fire are back online at planned rates, and a hydrocracker turnaround has been deferred to late third quarter 2026. The Chalmette refinery remains at planned throughput despite repairs extending into third quarter 2026. Liquidity of roughly $550 million in cash after full revolver repayment offers flexibility, but overall impact on leverage and cash flow will depend on final pricing of the new notes and any lasting financial effects from the refinery incidents disclosed in future filings.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Planned senior notes: $500 million aggregate principal Notes to be redeemed: $801.6 million Redemption price: 100.000% of principal +5 more

8 metrics

Planned senior notes $500 million aggregate principal Senior unsecured notes due 2034 in private offering

Notes to be redeemed $801.6 million Outstanding 6.00% Senior Notes due 2028 subject to full redemption

Redemption price 100.000% of principal Plus accrued and unpaid interest to June 25, 2026

Redemption date June 25, 2026 Target date for conditional full redemption of 2028 notes

Cash and cash equivalents $550 million PBF Holding available cash as of May 7, 2026 after revolver repayment

Martinez fire date February 1, 2025 Date of refinery fire; affected units rebuilt and restarted

Chalmette incident date May 8, 2026 Process upset and fire; repairs expected complete in Q3 2026

Martinez turnaround timing Late Q3 2026 Hydrocracker complex turnaround rescheduled from late Q2 2026

Key Terms

senior unsecured notes, conditional optional full redemption, Rule 144A, Regulation S, +2 more

6 terms

senior unsecured notes financial

"aggregate principal amount of senior unsecured notes due 2034"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

conditional optional full redemption financial

"issued a notice of conditional optional full redemption for all $801.6 million"

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"

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.

forward-looking statements regulatory

"Statements contained herein relating to future plans... are considered "forward-looking statements""

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

turnaround technical

"hydrocracker complex turnaround scheduled for late in the second quarter of 2026 has been rescheduled"

A turnaround is the process of reversing a company’s poor performance by fixing its core problems—such as cutting losses, improving operations, changing management, or refocusing products—so it can return to profitability and growth. For investors, a successful turnaround can turn a struggling stock into a profitable one (like repairing a leaking boat and getting it back to sea), while a failed turnaround increases the risk of further losses.

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Understanding 8-K Material Events →

05/26/2026 - 08:15 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): May 26, 2026

PBF ENERGY INC.

PBF HOLDING COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-35764	45-3763855
Delaware	333-186007	27-2198168
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

(Address of the Principal Executive Offices) (Zip Code)

(973)

455-7500

(Registrant’s Telephone Number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of The Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.001	PBF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter). ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.

Regulation FD Disclosure

In connection with the Notes Offering (as defined below), PBF Energy Inc. (the “Company”) and its indirect subsidiary, PBF Holding Company LLC (“PBF Holding”), are disclosing certain information regarding PBF Energy and PBF Holding, and PBF Energy and PBF Holding are disclosing under this Item 7.01 of this Current Report on Form

8-K

such information in Exhibit 99.1 hereto, which is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1 does not constitute an offer to sell, or a solicitation of an offer to buy, any of the notes in the Notes Offering or any other securities of the Company, PBF Holding or PBF Finance.

The information contained in Item 7.01 of this Current Report on

Form 8-K,

including Exhibit 99.1, is being furnished, not filed, pursuant to Item 7.01 of

Form 8-K.

Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be subject to liability under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any registration statement or other document filed by the Company or PBF Holding under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Item 8.01.

Other Events.

Commencement of Notes Offering

On May 26, 2026, the Company announced that PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation (“PBF Finance”), as

co-issuers,

intend to commence a private offering of $500.0 million in aggregate principal amount of senior unsecured notes due 2034 (the “Notes Offering”) to eligible purchasers. PBF Holding intends to use the net proceeds (after transaction fees and expenses) from the Notes Offering and available cash, to fund the redemption in full of its outstanding 6.00% Senior Notes due 2028 (the “2028 Notes”). A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Optional Notice of Redemption

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. This Current Report on Form

8-K

does not constitute a notice of redemption of the 2028 Notes.

The information contained in this Item 8.01, including Exhibit 99.2, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the notes in the Notes Offering, or any other securities of the Company, PBF Holding or PBF Finance.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Certain information provided to investors in connection with the Notes Offering.

99.2		Notes Offering Press Release dated May 26, 2026

104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.


Date: May 26, 2026	PBF Energy Inc.
	(Registrant)

	By:	/s/ Trecia M. Canty
	Name:	Trecia M. Canty
	Title:	Senior Vice President, General Counsel and Secretary


Date: May 26, 2026	PBF Holding Company LLC
	(Registrant)

	By:	/s/ Trecia M. Canty
	Name:	Trecia M. Canty
	Title:	Senior Vice President, General Counsel and Secretary

Exhibit 99.1

Recent Developments

Martinez Refinery

On February 1, 2025, a fire occurred at the Company’s Martinez refinery (the “Martinez fire”). Construction activities to rebuild the units affected by the Martinez refinery fire were completed in February 2026, and the affected assets were transferred to refinery operations for commissioning and restart. All units affected by the Martinez fire have returned to operational status and are running at planned rates, which is expected to continue through the planned turnaround of the Martinez refinery’s hydrocracker complex. Following the successful completion of extensive inspections and operational evaluations, the hydrocracker complex turnaround scheduled for late in the second quarter of 2026 has been rescheduled to late in the third quarter of 2026.

Chalmette Refinery

On May 8, 2026, the Company’s Chalmette refinery experienced a process upset and fire which caused certain ancillary process units to experience an operation excursion. As a result, one of Chalmette’s pre-treaters suffered damage and a reformer unit was brought offline. The Chalmette refinery began unit repairs on May 11, 2026 and repairs are expected to be completed in the third quarter 2026. The Chalmette refinery is operating at previously planned rates, producing gasoline, diesel, and other refined products to supply our customers.

Liquidity

As of May 7, 2026, PBF Holding’s available cash and cash equivalents were approximately $550 million following the repayment of all remaining borrowings under its revolving credit facility.

Forward-Looking Statements

Statements contained herein 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 status of the restart of the Martinez refinery, the timing of the scheduled hydrocracker complex turnaround, and the risks and uncertainties associated with the process upset and fire on May 8, 2026 at our Chalmette refinery, including the impact of the damage, the status and timing of the repairs, the throughput of the refinery and the results and consequences of any governmental and regulatory investigations related thereto. 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.

Exhibit 99.2

LOGO

PBF Energy Announces Intention to Offer $500 Million of Senior Notes due 2034

PARSIPPANY, NJ – May 26, 2026 – PBF Energy Inc. (NYSE:PBF) (“PBF Energy”) today announced that its indirect subsidiary, PBF Holding Company LLC (“PBF Holding”), intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of senior notes due 2034 (the “Notes”) in a private offering. The Notes will be co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding. Completion of the offering is subject to, among other things, pricing and market conditions. PBF Holding intends to use the net proceeds from the proposed 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.

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 proposed offering, the proposed redemption, the securities markets generally and the company’s expectations with respect to the timing and size of the proposed 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

- 2 -

Source: View Original Filing on SEC EDGAR

FAQ

What debt offering did PBF Energy (PBF) announce in this 8-K?

PBF Energy’s subsidiary PBF Holding intends to offer $500 million in aggregate principal amount of senior unsecured notes due 2034 in a private placement, co-issued with PBF Finance Corporation, to qualified institutional buyers and certain non-U.S. investors.

How will PBF Holding use the proceeds from the new 2034 senior notes?

PBF Holding plans to use the net proceeds from the $500 million notes offering, together with available cash, to fund the full redemption of its outstanding 6.00% Senior Notes due 2028, replacing shorter-dated debt with longer-term obligations.

What are the terms of the planned redemption of PBF’s 6.00% Senior Notes due 2028?

PBF Holding and PBF Finance issued a conditional notice to redeem all $801.6 million outstanding 2028 notes at 100.000% of principal plus accrued and unpaid interest up to, but excluding, the June 25, 2026 redemption date, subject to completing sufficient new financing.

What is the current status of PBF Energy’s Martinez refinery after the 2025 fire?

Units damaged in the February 2025 Martinez refinery fire have been rebuilt and returned to operational status, running at planned rates. A major hydrocracker complex turnaround was rescheduled from late second quarter to late third quarter 2026 after extensive inspections and evaluations.

How has the May 2026 incident affected PBF Energy’s Chalmette refinery operations?

After a May 8, 2026 process upset and fire at Chalmette, one pre-treater was damaged and a reformer taken offline. Repairs began May 11, 2026 and are expected to finish in third quarter 2026, while the refinery continues operating at previously planned rates.

What liquidity position did PBF Holding report as of May 7, 2026?

As of May 7, 2026, PBF Holding reported approximately $550 million in available cash and cash equivalents, following the repayment of all remaining borrowings under its revolving credit facility, providing a cash buffer alongside the planned refinancing activity.

Are the new PBF Energy notes being registered under the Securities Act?

No. The senior notes will be offered in a private placement and are not registered under the Securities Act or state securities laws. They may only be resold to qualified institutional buyers under Rule 144A or to non-U.S. persons under Regulation S.

Filing Exhibits & Attachments

3 documents

PBF Energy (PBF) to issue $500M notes, redeem $801.6M 2028 bonds

Rhea-AI Filing Summary

Positive

Negative