10% owner Control Empresarial trims PBF Energy (PBF) stake with Feb share sales

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

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 PBF Class A common shares. On February 5, 2026, it sold 157,200 shares at a weighted average price of $34.6574, leaving 29,426,298 shares beneficially owned.

On February 6, 2026, it sold an additional 303,200 shares at a weighted average price of $35.6188, resulting in 29,123,098 shares beneficially owned after the transactions. The prices on each day reflect multiple trades within stated price ranges.

Insider Trade Summary

Net Seller: 460,400 shares ($16,247,763)

Net Sell 2 txns

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

Role 10% Owner

Sold 460,400 shs ($16.25M)

Type	Security	Shares	Price	Value
Sale	Class A Common Shares (as defined in Exhibit 99.1 hereto)	303,200	$35.6188	$10.80M
Sale	Class A Common Shares (as defined in Exhibit 99.1 hereto)	157,200	$34.6574	$5.45M

Holdings After Transaction: Class A Common Shares (as defined in Exhibit 99.1 hereto) — 29,123,098 shares (Direct)

Footnotes (1)

Weighted average price. These shares were sold in multiple transactions at prices ranging from $34.40 to $34.99 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 $35.50 to $35.92 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 →

02/09/2026 - 04:15 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^*

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

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)
02/05/2026

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)
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 Shares (as defined in Exhibit 99.1 hereto)	02/05/2026		S		157,200	D	$34.6574⁽¹⁾	29,426,298	D⁽³⁾
Class A Common Shares (as defined in Exhibit 99.1 hereto)	02/06/2026		S		303,200	D	$35.6188⁽²⁾	29,123,098	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)
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. Weighted average price. These shares were sold in multiple transactions at prices ranging from $34.40 to $34.99 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 $35.50 to $35.92 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	02/09/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Control Empresarial report in PBF Energy (PBF) shares?

Control Empresarial reported selling PBF Energy Class A shares on February 5 and 6, 2026. It sold 157,200 shares at a weighted average $34.6574, then 303,200 shares at $35.6188, and held 29,123,098 shares beneficially after these transactions.

How many PBF Energy (PBF) shares did the 10% owner sell on February 5, 2026?

On February 5, 2026, Control Empresarial sold 157,200 PBF Energy Class A shares. The sale was reported at a weighted average price of $34.6574, based on multiple trades executed that day within a disclosed price range between $34.40 and $34.99 per share.

What was the February 6, 2026 PBF Energy (PBF) insider sale and price range?

On February 6, 2026, Control Empresarial sold 303,200 PBF Energy Class A shares. The weighted average sale price was $35.6188 per share, reflecting multiple trades executed within a disclosed price range between $35.50 and $35.92 for that trading day.

How many PBF Energy (PBF) shares did the reporting owner hold after these Form 4 sales?

After completing the reported February 5 and 6, 2026 sales, Control Empresarial beneficially owned 29,123,098 PBF Energy Class A shares. This figure reflects the remaining holdings disclosed in the Form 4 following the two consecutive trading-day dispositions reported by the 10% owner.

What does “weighted average price” mean in this PBF Energy (PBF) Form 4?

Weighted average price means the reported price is an average across many individual trades executed that day. For each date, shares were sold in multiple transactions within a stated price range, and detailed trade-by-trade prices are available upon request to the issuer or regulators.

Who is the reporting person in this PBF Energy (PBF) insider filing?

The reporting person is Control Empresarial de Capitales S.A. de C.V., identified as a 10% owner of PBF Energy Inc. The Form 4 lists this entity as the holder of the Class A common shares involved in the February 2026 open‑market sale transactions.