Every 8-K that PBF ENERGY INC. (PBF) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PBF and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PBF filings page.
PBF Energy Inc. reported that its indirect subsidiary PBF Holding Company LLC and its wholly owned subsidiary PBF Finance Corporation issued a notice of optional full redemption for all $800.0 million aggregate principal amount of PBF Holding’s outstanding 9.875% Senior Notes due 2030. The redemption date is October 26, 2026.
The notes are to be redeemed at 100% of principal, plus the Applicable Premium under the indenture as of the redemption date and any accrued and unpaid interest through, but excluding, that date. The notice was issued pursuant to an indenture dated March 17, 2025.
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) 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.
PBF Energy Inc., through subsidiary PBF Holding Company LLC, issued $500 million of 7.250% Senior Notes due 2034 in a Rule 144A/Reg S private placement. Net proceeds were about $492.7 million after purchaser discounts and expenses.
The company intends to use the proceeds, together with cash on hand, to redeem in full its outstanding 6.00% senior unsecured notes due 2028, extending debt maturities. The new notes are senior unsecured, guaranteed by key refining and services subsidiaries, pay cash interest semi-annually starting December 1, 2026, and mature June 1, 2034.
The Indenture includes customary non-investment-grade covenants limiting additional debt, restricted payments, liens, affiliate transactions, certain investments and asset sales, with change-of-control and asset disposition repurchase provisions and optional redemption features before and after June 1, 2029.
PBF Energy Inc. announced that indirect subsidiary PBF Holding Company LLC priced a private offering of $500 million in aggregate principal amount of 7.25% senior unsecured notes due 2034, co-issued with PBF Finance Corporation. The offering is expected to close on May 28, 2026, subject to customary conditions.
PBF Holding intends to use the net proceeds and available cash to fund a full redemption of its outstanding 6.00% Senior Notes due 2028. A conditional notice was issued to redeem all $801.6 million of these 2028 notes at 100.000% of principal plus accrued interest, with a scheduled redemption date of June 25, 2026, contingent on completing at least $500.0 million of debt financings.
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.
PBF Energy Inc. held its Annual Meeting of Stockholders on April 28, 2026, where stockholders elected all nominated directors to serve until the 2027 Annual Meeting. Each nominee received a substantial majority of votes cast, such as Thomas J. Nimbley with 94,632,114 votes for and 2,350,588 against.
Stockholders also ratified the appointment of KPMG LLP as PBF Energy’s independent registered public accounting firm for 2026, with 103,269,405 votes for and 456,777 against. In a non-binding advisory vote, stockholders approved 2025 compensation for the Named Executive Officers, with 88,310,741 votes for and 8,675,183 against.
In addition, stockholders approved an amendment to the PBF Energy Inc. 2025 Equity Incentive Plan, with 93,134,328 votes for and 3,856,348 against. Routine exhibit information related to the cover page Inline XBRL data file was also included.
PBF Energy reported a sharp turnaround in first quarter 2026, with income from operations of $299.6 million versus a loss of $511.2 million a year earlier, helped by inventory and insurance-related special items.
Net income was $200.2 million, or $1.65 per diluted share, compared with a net loss of $405.9 million, or $(3.53) per share, in first quarter 2025. Excluding special items, the company posted an adjusted fully-converted net loss of $102.4 million, or $(0.88) per share, a substantial improvement from an adjusted loss of $353.6 million a year ago.
The Martinez refinery restart is progressing, with key units online and full planned rates expected in early May. PBF has received $1.0 billion in unallocated insurance reimbursements related to the Martinez refinery fire, including $106.5 million this quarter, and expects most restoration costs and business interruption losses to be covered, subject to $30 million in deductibles and retentions.
The company declared a quarterly dividend of $0.275 per share, payable May 29, 2026. At quarter-end, PBF held $541.8 million in cash and had net debt of about $2.3 billion. Refining throughput averaged 844,200 barrels per day, and second quarter 2026 guidance calls for 850,000 to 910,000 barrels per day. The RBI cost-cutting program delivered more than $230 million of run-rate savings in 2025 and is expected to exceed $350 million by year-end 2026.
PBF Energy reported a sharp turnaround in the fourth quarter of 2025, posting income from operations of $128.0 million versus a loss of $383.2 million a year earlier. Excluding special items, operating income was $99.4 million. Net income attributable to stockholders was $78.4 million, or $0.66 per diluted share, compared with a net loss of $289.3 million, or $(2.54) per share in 2024’s fourth quarter.
For full-year 2025, the company still recorded a loss from operations of $54.3 million, though this improved significantly from a $699.0 million loss in 2024. PBF highlighted substantial insurance recoveries related to the Martinez refinery fire, with $832.5 million in 2025 gains on insurance recoveries and fire-related expenses of $163.7 million.
The board declared a quarterly dividend of $0.275 per share of Class A common stock, payable on March 11, 2026, and noted it paid about $126 million in dividends during 2025. The Martinez refinery restart remains on schedule, with construction expected to finish by February 16, 2026 and the catalytic cracking unit startup targeted for the first week of March.
PBF ended 2025 with $527.9 million in cash and $2,148.3 million in total debt, implying net debt of about $1,620 million. Management also cited its Refinery Business Improvement program, which generated more than $230 million of run-rate cost improvements in 2025 and is expected to reach $350 million by year-end 2026.
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.
PBF Energy Inc. furnished an Item 2.02 disclosure announcing financial and operating results for the third quarter ended September 30, 2025. The release includes results of consolidated subsidiary PBF Holding Company LLC.
The information was provided via Exhibit 99.1 and is being furnished, not filed, under the Exchange Act. As stated, it is not subject to Section 18 liabilities and will not be incorporated by reference into other filings unless specifically identified.
PBF Energy Inc. reported board-approved long‑term incentive grants for its named executive officers. Awards will be granted on October 28, 2025 under the 2025 Equity Incentive Plan and include restricted stock, performance share units (PSUs) tied to relative TSR for the January 1, 2026–December 31, 2028 cycle, and cash‑settled performance units with a target value of $1.00 per unit. PSUs and performance units vest on December 31, 2028, subject to the award terms.
CEO Matthew C. Lucey received restricted stock of $2,306,800, PSUs of $1,730,100, and performance units of $1,730,100. Each of the other listed executives—CFO Joseph Marino, SVP T. Paul Davis, SVP Trecia Canty, and SVP Michael Bukowski—received restricted stock of $994,961, PSUs of $746,221, and performance units of $746,221.