[8-K] PBF Energy Inc. Reports Material Event

Rhea-AI Filing Summary

PBF Energy Inc. and PBF Holding Company LLC furnished an update on operations at their Martinez refinery and shared financial guidance for fiscal year 2026. The companies did this through a press release and an investor presentation dated January 2026, which are available as exhibits and on the investor relations section of their website. The materials include forward-looking statements about future plans, expected refinery restart timing and throughput at Martinez, anticipated costs and insurance recoveries related to a February 1, 2025 fire, and expectations for renewable fuels projects, including the St. Bernard Renewables joint venture. The companies note that many factors, such as market conditions, regulatory developments, and their ability to operate safely and sustainably, could cause actual results to differ from these expectations.

Insights

Energy & refining sector analyst

PBF outlines 2026 outlook and Martinez restart expectations via furnished materials.

PBF Energy provides investors with a consolidated view of its fiscal year 2026 financial guidance and an operational update on the Martinez refinery through a press release and investor presentation. Because these materials are furnished under Regulation FD, they are meant to give all market participants equal access to the same information at the same time.

The forward-looking discussion highlights key dependencies: the restart timing and throughput of the Martinez refinery after the February 1, 2025 fire, the scale and timing of insurance recoveries, and the performance of renewable fuels initiatives such as the St. Bernard Renewables joint venture. It also emphasizes exposure to fuel and credit markets, including the need to purchase Renewable Identification Numbers.

For investors, the most relevant elements are the company’s stated fiscal 2026 financial guidance and how assumptions about Martinez, capital spending, turnaround projects, and renewable fuels projects feed into that outlook. Subsequent public updates or filings that reference this 2026 guidance and the Martinez restart progress will help clarify how closely actual performance tracks these expectations.

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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): January 2, 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 or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

_____________________________________________

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:

⃞ 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 12-b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): o

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. o

Item 7.01 - Regulation FD Disclosure

On January 2, 2026, PBF Energy Inc. and its subsidiary, PBF Holding Company LLC (collectively, the “Company”), issued a press release providing an update to the Martinez refinery operations and an investor presentation announcing their financial guidance for fiscal year 2026. A copy of the press release and presentation is furnished with this Current Report as Exhibits 99.1 and 99.2, respectively, and is incorporated herein by reference.

The Company’s presentation materials, available on the Investor Relations section of the Company’s website at www.pbfenergy.com, are furnished with this Current Report as Exhibit 99.2 and are incorporated herein by reference.

The information in this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Items 7.01 and 9.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Forward-Looking Statements

Statements in the press release and the investor presentation 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 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 Securities and Exchange Commission, our ability to operate safely, reliably, sustainably and in an environmentally responsible manner; our ability to successfully diversify our operations; the risks and uncertainties associated with the fire on February 1, 2025 at our Martinez refinery, including our expectations with respect to the full restart of the Martinez refinery, the timing of such restart, the throughput of the Martinez refinery, anticipated costs and anticipated amount and timing of insurance recoveries related to the fire, the extent to which our financial losses related to the Martinez fire are covered by our insurance and the results and consequences of any governmental and regulatory investigations related to the fire; the risk that our expansion into the renewable fuels space, including renewable diesel production, may not occur on expected timeframes or at all, and we may not realize expected benefits from any such projects; the Company’s expectations with respect to the joint venture relating to St. Bernard Renewables LLC (“SBR”); the joint venture’s plans, objectives, expectations and intentions with respect to future earnings and operations of SBR; our expectations with respect to our capital spending and turnaround projects; risks associated with our obligation to buy Renewable Identification Numbers and related market risks related to the price volatility thereof; the possibility that we might reduce or not pay further dividends in the future; certain developments in the global oil markets and their impact on the global macroeconomic conditions; risks relating to the securities markets generally; the impact of changes in inflation, interest rates and capital costs; and the impact of market conditions, unanticipated developments, regulatory approvals, changes in laws and other events that negatively impact the Company.

All forward-looking statements speak only as of the date of the press release and the investor presentation. The Company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable law.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			Press release dated January 2, 2026.
99.2			Presentation materials dated January 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:

January 2, 2026

PBF Energy Inc.

(Registrant)

By:

/s/ Joseph Marino

Name:

Joseph Marino

Title:

Senior Vice President, Chief Financial

Officer

Date:

January 2, 2026

PBF Holding Company LLC

(Registrant)

By:

/s/ Joseph Marino

Name:

Joseph Marino

Title:

Senior Vice President, Chief Financial

Officer

FAQ

What did PBF (PBF) disclose in this current report?

PBF Energy Inc. and PBF Holding Company LLC furnished a press release and an investor presentation. These materials provide an update on Martinez refinery operations and announce the companies’ financial guidance for fiscal year 2026.

What is the significance of the Martinez refinery for PBF (PBF)?

The Martinez refinery is important enough that PBF highlighted an update on its operations and referenced a February 1, 2025 fire there. The materials discuss expectations for the refinery’s full restart, timing, throughput, related costs, insurance recoveries, and potential governmental and regulatory investigations.

What guidance did PBF (PBF) provide for fiscal year 2026?

The companies announced financial guidance for fiscal year 2026 in an investor presentation dated January 2026. Specific figures are contained in the furnished Exhibit 99.2 and are accessible via the investor relations section of PBF’s website.

Where can investors find the press release and investor presentation from PBF (PBF)?

The press release is furnished as Exhibit 99.1 and the investor presentation as Exhibit 99.2 to the report. The presentation materials are also available on the investor relations section of PBF Energy’s website at www.pbfenergy.com.

What risks and uncertainties does PBF (PBF) highlight in its forward-looking statements?

PBF points to risks related to safe and reliable operations, diversification efforts, the Martinez refinery fire and its restart, insurance recoveries, renewable diesel and other renewable fuels projects, the St. Bernard Renewables joint venture, capital spending and turnarounds, Renewable Identification Numbers, dividend levels, global oil markets, inflation, interest rates, capital costs, securities markets, and regulatory or legal developments.

Are the PBF (PBF) Martinez and 2026 guidance disclosures considered filed with the SEC?

No. The information in this report, including Items 7.01 and 9.01, is being furnished under Regulation FD, not filed. It will not be incorporated into any registration statement unless specifically identified there as incorporated by reference.