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., 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.