0001534504FALSE000156601100015345042025-10-212025-10-210001534504pbf:PBFHoldingMember2023-11-022023-11-020001534504pbf:PBFHoldingMember2025-10-212025-10-21
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): October 21, 2025
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On October 21, 2025, the Compensation Committee of PBF Energy Inc.’s (the “Company”) Board of Directors approved grants of long-term incentive awards to the Company’s “named executive officers” (as defined in Item 402(a)(3) of Regulation S-K). The grants will be made on October 28, 2025 (the “Grant Date”) under the Company’s 2025 Equity Incentive Plan and, as applicable, included awards of (i) restricted shares of the Company’s Class A common stock (“Common Stock”), (ii) performance share units for the three-year performance period from January 1, 2026 through December 31, 2028 (the “Performance Period”), payable in shares of Common Stock, the amounts of which will range from zero to 200 percent of the number of performance share units granted based on the Company’s achievement of prescribed TSR rankings relative to its peers during the Performance Period plus additional shares of Common Stock may be awarded at vesting with respect to the computed value of dividend equivalents accrued during such performance measurement periods and (iii) performance units with a target value of $1.00 per unit payable in cash at the end of the Performance Period, the amount of which will range from zero to 200 percent of the target value based on the Company’s achievement of prescribed TSR rankings relative to its peers during the Performance Period. The performance share units and the performance units will vest on December 31, 2028, in each case subject to forfeiture or acceleration under certain circumstances set forth in the applicable award agreement, the forms of which agreements are attached as Exhibits 10.1 and 10.2 to this Form 8-K.
The specific grants made to each of the Company’s named executive officers on the Grant Date are listed below.
| | | | | | | | | | | |
| Name and Title | Restricted Stock | Performance Share Units | Performance Units |
| Matthew C. Lucey, Chief Executive Officer & President | $2,306,800 | | $1,730,100 | | $1,730,100 | |
| Joseph Marino, Senior Vice President & Chief Financial Officer | $994,961 | | $746,221 | | $746,221 | |
| T. Paul Davis, Senior Vice President, Supply, Trading and Optimization | $994,961 | | $746,221 | | $746,221 | |
| Trecia Canty, Senior Vice President, General Counsel & Secretary | $994,961 | | $746,221 | | $746,221 | |
| Michael Bukowski, Senior Vice President, Head of Refining | $994,961 | | $746,221 | | $746,221 | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit No. | Description |
| |
10.1 | Form of 2025 Equity Incentive Plan Performance Share Unit Award Agreement for the 2026-2028 Performance Cycle. |
10.2 | Form of 2025 Equity Incentive Plan Performance Unit Award Agreement for the 2026-2028 Performance Cycle. |
| 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: | October 27, 2025 | PBF Energy Inc. |
| | (Registrant) |
| | | | |
| | By: | /s/ Trecia Canty | |
| | Name: | Trecia Canty |
| | Title: | Senior Vice President, General Counsel and Secretary |
| | | |
| | | | | | | | | | | | | | |
| | | |
| | | |
| Date: | October 27, 2025 | PBF Holding Company LLC |
| | (Registrant) |
| | | | |
| | By: | /s/ Trecia Canty | |
| | Name: | Trecia Canty |
| | Title: | Senior Vice President, General Counsel and Secretary |
| | | |
