PBF director awarded stock, shares withheld for tax

PBF Energy Inc. director Thomas J. Nimbley reported routine equity compensation activity involving Class A Common Stock.

Rhea-AI Filing Summary

PBF Energy Inc. director Thomas J. Nimbley reported routine equity compensation activity involving Class A Common Stock. On April 28, 2026, he received a grant of 4,231 shares of restricted stock issued under the PBF Energy Inc. 2025 Equity Incentive Plan.

On the same date, 1,210 shares were disposed of through a tax-withholding transaction at a price of $41.37 per share to satisfy tax obligations, not as an open-market sale. Following these transactions, Nimbley directly holds 793,737 shares of PBF Energy Inc. Class A Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Nimbley Thomas J.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	4,231	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,210	$41.37	$50K

Holdings After Transaction: Class A Common Stock — 793,737 shares (Direct)

Footnotes (1)

1. F1. Constitutes restricted stock issued under the PBF Energy Inc. 2025 Equity Incentive Plan, as amended.

Key Figures

Tax-withheld shares: 1,210 shares Tax-withholding price: $41.37 per share Restricted stock grant: 4,231 shares +1 more

4 metrics

Tax-withheld shares 1,210 shares Shares disposed in tax-withholding transaction on April 28, 2026

Tax-withholding price $41.37 per share Value used for tax-withholding disposition of 1,210 shares

Restricted stock grant 4,231 shares Award of restricted Class A Common Stock under 2025 Equity Incentive Plan

Post-transaction holdings 794,947 shares Direct Class A Common Stock held after April 28, 2026 transactions

Key Terms

restricted stock, 2025 Equity Incentive Plan, tax-withholding disposition, Grant, award, or other acquisition

4 terms

restricted stock financial

"Constitutes restricted stock issued under the PBF Energy Inc. 2025 Equity Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

2025 Equity Incentive Plan financial

"issued under the PBF Energy Inc. 2025 Equity Incentive Plan, as amended"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PBF (PBF) director Thomas J. Nimbley report in this Form 4?

Thomas J. Nimbley reported a routine equity compensation event. He received 4,231 shares of restricted PBF Energy Class A stock and had 1,210 shares withheld to cover tax obligations, leaving him with 794,947 directly held shares after the transactions.

How many PBF Energy (PBF) shares did Thomas J. Nimbley acquire?

He acquired 4,231 shares of restricted Class A Common Stock. These were issued as an equity award under the PBF Energy Inc. 2025 Equity Incentive Plan, meaning they are compensation-related shares rather than open-market purchases made at a cash price.

Why did Thomas J. Nimbley dispose of 1,210 PBF (PBF) shares?

The 1,210 shares were disposed of to satisfy tax liabilities related to his equity award. This tax-withholding disposition, coded “F,” is not an open-market sale but shares delivered back at $41.37 per share to cover required withholding obligations.

How many PBF Energy (PBF) shares does Thomas J. Nimbley hold after these transactions?

After the reported transactions, Thomas J. Nimbley directly holds 794,947 shares of PBF Energy Class A Common Stock. This figure reflects his position following both the restricted stock grant and the 1,210-share tax-withholding disposition on April 28, 2026.

What plan governed the restricted stock grant to PBF director Thomas J. Nimbley?

The restricted stock grant was issued under the PBF Energy Inc. 2025 Equity Incentive Plan, as amended. This plan governs how equity-based compensation, such as restricted stock awards, is granted to eligible participants, including directors and certain employees of PBF Energy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/30/2026 - 01:54 PM EDT Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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 NEW JERSEY 07054

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

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

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

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

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	04/28/2026		A(1)		4,231	A	$0	794,947	D
Class A Common Stock	04/28/2026		F		1,210	D	$41.37	793,737	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. Constitutes restricted stock issued under the PBF Energy Inc. 2025 Equity Incentive Plan, as amended.

	/s/ Thomas J. Nimbley by Trecia Canty as Attorney-in-Fact	04/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)