Restricted stock grant and tax withholding for PBF (NYSE: PBF) director

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PBF Energy Inc. director George E. Ogden received a grant of 4,231 shares of Class A Common Stock as restricted stock under the company’s 2025 Equity Incentive Plan. On the same date, 931 shares were withheld at $41.37 per share to cover tax obligations, leaving him with 52,959 directly owned shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ogden George E.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	4,231	$0.00	--
Tax Withholding	Class A Common Stock	931	$41.37	$39K

Holdings After Transaction: Class A Common Stock — 52,959 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted stock grant: 4,231 shares Tax-withholding shares: 931 shares Tax-withholding price: $41.37 per share +1 more

4 metrics

Restricted stock grant 4,231 shares Class A Common Stock awarded as restricted stock

Tax-withholding shares 931 shares Withheld to satisfy tax obligations

Tax-withholding price $41.37 per share Value used for 931-share tax withholding

Shares held after transactions 52,959 shares Direct Class A Common Stock ownership after April 28, 2026

Key Terms

restricted stock, 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, as amended."

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.

equity incentive plan financial

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

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

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""

Form 4 Insider Transactions: What Each Field Means →

04/30/2026 - 01:50 PM

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^*

Ogden George E.

(Last)

(First)

(Middle)

1 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/28/2026		A⁽¹⁾		4,231	A	$0	52,959	D
Class A Common Stock	04/28/2026		F		931	D	$41.37	52,028	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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

	/s/ George E. Ogden 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did PBF (PBF) director George E. Ogden report?

George E. Ogden reported receiving 4,231 shares of PBF Class A Common Stock as restricted stock and a related tax-withholding disposition of 931 shares. Both transactions are compensation-related, not open-market trades, and reflect routine equity award activity.

Was the PBF (PBF) insider transaction a stock sale in the open market?

No, the filing shows a tax-withholding disposition of 931 shares at $41.37 per share, not an open-market sale. Those shares were withheld to satisfy tax obligations tied to an equity award, a common administrative mechanism for stock-based compensation.

How many PBF (PBF) shares does George E. Ogden hold after these transactions?

After the reported grant and tax withholding, George E. Ogden directly holds 52,959 shares of PBF Class A Common Stock. This balance reflects the net result of receiving 4,231 restricted shares and 931 shares withheld for taxes on April 28, 2026.

What type of equity award did PBF (PBF) grant to George E. Ogden?

PBF Energy granted George E. Ogden 4,231 shares of restricted stock under the PBF Energy Inc. 2025 Equity Incentive Plan, as amended. Restricted stock typically vests over time or upon meeting conditions, aligning director compensation with long-term shareholder interests.

Did George E. Ogden pay for the newly granted PBF (PBF) shares?

The 4,231 restricted shares were granted at a stated price of $0.00 per share, indicating they were awarded as compensation rather than purchased. Related tax obligations were handled through the separate withholding of 931 shares at $41.37 per share.