[Form 4/A] PBF ENERGY INC. Amended Insider Trading Activity

Rhea-AI Filing Summary

The Form 4 discloses that on 07/02/2025 Juniper Networks (JNPR) completed its merger with Hewlett Packard Enterprise (HPE). As a result, EVP & Chief Operating Officer Manoj Leelanivas automatically disposed of 100,636 Juniper common shares; each share converted into $40.00 in cash.

The filing also details equity-award treatment. 135,269 unvested RSUs and 155,627 performance stock units were rolled over into HPE equity at a 2.1431 exchange ratio and keep their original vesting schedule, while 194,940 PSUs tied to performance metrics were cancelled and replaced with time-based HPE PSUs. Following these transactions, the insider holds no Juniper equity directly.

• Transaction code: D (disposition) and A (acquisition) related to merger conversion
• Ownership after transaction: 0 Juniper shares, direct (D)
• Merger effective date: 07/02/2025; Form 4 signed 07/07/2025

Positive

• Merger consummation delivers $40 cash per share to Juniper shareholders, confirming deal closure.
• Executive equity preserved through 2.1431 exchange into HPE stock, maintaining vesting continuity.

Negative

• Insider no longer holds Juniper equity, reducing direct alignment with the subsidiary, though value transfers to HPE shares.

Insights

Securities Analyst

TL;DR Merger closed; insider shares cashed at $40; RSUs/PSUs rolled into HPE; limited incremental investment signal.

This filing confirms the mechanical conversion of Juniper equity as the HPE transaction closed. The $40 cash consideration was already priced in once the merger received approval, so the insider disposal of 100,636 shares is not an active market sale. Rollover of 135,269 RSUs and 155,627 PSUs into HPE stock maintains executive incentive alignment with the new parent. For investors, the information is largely procedural and does not alter the deal economics or future HPE valuation. Impact: neutral.

Corporate Governance Expert

TL;DR Equity awards converted under agreed terms; performance hurdles removed; standard Section 16 reporting.

The Form 4 shows that unvested RSUs convert one-for-2.1431 into HPE shares, while PSUs lose performance conditions but keep time-based vesting—consistent with typical merger practice. Removal of performance metrics is common when targets become obsolete post-acquisition. The insider’s direct stake in Juniper is now zero, but equivalent value shifts to HPE, preserving motivational structures. No governance red flags appear; filing meets Section 16 timeliness.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nimbley Thomas J.

(Last) (First) (Middle)

ONE SYLVAN WAY

SECOND FLOOR

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PBF Energy Inc. [ PBF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/03/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/01/2025		F(1)		62,721	D	$22.27	786,692	D
Class A Common Stock	07/01/2025		A(2)		7,859	A	$0	794,551	D
Class A Common Stock	07/01/2025		F		3,835	D	$22.27	790,716	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock forfeited to cover tax withholding obligations in connection with the vesting upon retirement.

2. Constitutes restricted stock issued to non-employee director under the PBF Energy Inc. 2025 Equity Incentive Plan.

	/s/ Thomas J. Nimbley by Trecia Canty as Attorney-in-Fact	07/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What cash amount did Juniper Networks (JNPR) shareholders receive at closing?

Each share converted into $40.00 in cash upon completion of the merger with HPE.

How many Juniper shares did COO Manoj Leelanivas dispose of?

The Form 4 reports a disposition of 100,636 common shares on 07/02/2025.

What happened to unvested RSUs held by the executive?

135,269 RSUs were exchanged for HPE RSUs using a 2.1431 ratio and keep their original vesting schedule.

Were performance stock units converted or cancelled?

155,627 PSUs converted to HPE PSUs; 194,940 PSUs were cancelled and replaced with time-based HPE PSUs.

Does the filing indicate any open-market trading by the insider?

No. All transactions are coded D/A and stem directly from the merger conversion, not open-market activity.