Major PBF Energy (NYSE: PBF) holder sells 453K Class A shares

Rhea-AI Filing Summary

Control Empresarial de Capitales S.A. de C.V., a 10% owner of PBF Energy Inc., reported open-market sales of Class A common shares. On February 11, 2026, it sold 450,000 shares at a weighted average price of $35.3791, and on February 12, 2026, it sold 3,000 shares at a weighted average price of $36.7943. The filing states that individual trades on February 11 occurred between $35.00 and $35.90, and trades on February 12 occurred between $36.74 and $36.83. Following these sales, the reporting person beneficially owned 28,440,198 Class A common shares, held directly.

Insights

Equity ownership and insider-trading analyst

Large PBF Energy shareholder made routine open-market sales but kept a sizable stake.

The filing shows Control Empresarial de Capitales S.A. de C.V., identified as a 10% owner of PBF Energy Inc., executed two open-market sales of Class A common shares on February 11 and 12, 2026, totaling 453,000 shares.

The first transaction involved 450,000 shares at a weighted average price of $35.3791 within a $35.00–$35.90 range. The second involved 3,000 shares at a weighted average price of $36.7943 within a $36.74–$36.83 range, indicating sales spread across multiple trades on each day.

After these sales, the reporting person still held 28,440,198 Class A common shares directly. As a result, this looks like a notable but not transformational change in holdings, and the overall impact on the long-term investment thesis for PBF Energy would typically be viewed as limited based on this information alone.

Insider Trade Summary

Net Seller: 453,000 shares ($16,030,978)

Net Sell 2 txns

Insider Control Empresarial de Capitales S.A. de C.V.

Role 10% Owner

Sold 453,000 shs ($16.03M)

Type	Security	Shares	Price	Value
Sale	Class A Common Shares (as defined in Exhibit 99.1 hereto)	3,000	$36.7943	$110K
Sale	Class A Common Shares (as defined in Exhibit 99.1 hereto)	450,000	$35.3791	$15.92M

Holdings After Transaction: Class A Common Shares (as defined in Exhibit 99.1 hereto) — 28,440,198 shares (Direct)

Footnotes (1)

1. Weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.90 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (1) to this Form 4. Weighted average price. These shares were sold in multiple transactions at prices ranging from $36.74 to $36.83 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (2) to this Form 4. See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

Form 4 Insider Transactions: What Each Field Means →

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^*

Control Empresarial de Capitales S.A. de C.V.

(Last) (First) (Middle)

PASEO DE LAS PALMAS 781, PISO 3

LOMAS DE CHAPULTEPEC

(Street)

CIUDAD DE MEXICO O5 11000

(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)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Add'l Rep. Persons-see Ex.99-1

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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

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 Shares (as defined in Exhibit 99.1 hereto)	02/11/2026		S		450,000	D	$35.3791(1)	28,443,198	D(3)
Class A Common Shares (as defined in Exhibit 99.1 hereto)	02/12/2026		S		3,000	D	$36.7943(2)	28,440,198	D(3)

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. Weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.90 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (1) to this Form 4.

2. Weighted average price. These shares were sold in multiple transactions at prices ranging from $36.74 to $36.83 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

3. See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

	/s/ MARCO ANTONIO SLIM DOMIT, ATTORNEY-IN-FACT	02/13/2026
	** 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.

FAQ

What insider transaction did Control Empresarial report for PBF Energy (PBF)?

Control Empresarial de Capitales S.A. de C.V. reported selling PBF Energy Class A shares. It sold 450,000 shares on February 11, 2026 and 3,000 shares on February 12, 2026 in open-market transactions at weighted average prices of $35.3791 and $36.7943, respectively.

How many PBF Energy (PBF) shares does the reporting person hold after this Form 4?

After the reported sales, the insider still holds a large position. The Form 4 states that Control Empresarial de Capitales S.A. de C.V. beneficially owned 28,440,198 PBF Energy Class A common shares directly following the February 11–12, 2026 open-market transactions.

On what dates did the PBF Energy (PBF) insider sales occur and at what prices?

The insider sales occurred on February 11 and 12, 2026. On February 11, 450,000 shares traded at a weighted average price of $35.3791, within a $35.00–$35.90 range. On February 12, 3,000 shares sold at $36.7943, within a $36.74–$36.83 range.

What is the role of Control Empresarial in relation to PBF Energy (PBF)?

Control Empresarial de Capitales S.A. de C.V. is identified as a 10% owner. The Form 4 checkboxes indicate it is a ten percent beneficial owner of PBF Energy Inc., rather than an officer or director, and it filed the report as a single reporting person.

Were the PBF Energy (PBF) insider transactions single trades or multiple trades?

The reported insider transactions were aggregated from multiple trades. Footnotes explain that February 11 trades ranged from $35.00 to $35.90, and February 12 trades ranged from $36.74 to $36.83, with each day’s reported price reflecting a weighted average of these individual executions.