Major PBF (NYSE: PBF) shareholder reports open-market sales, keeps large stake

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 9, 2026, it sold 228,500 shares at a weighted average price of $35.2622 per share, and on February 10, 2026, it sold 1,400 shares at $34.50 per share. After these transactions, it beneficially owned 28,893,198 Class A common shares, held directly.

Insights

Equity ownership and insider-transactions analyst

Large PBF shareholder conducts open-market sales but retains sizable stake.

Control Empresarial de Capitales S.A. de C.V., a 10% owner of PBF Energy, reported two open-market sales of Class A common shares. The larger was 228,500 shares at a weighted average price of $35.2622, followed by 1,400 shares at $34.50.

Form 4 data show these are straightforward open-market sales, with no derivatives or complex instruments reported. The entity still holds 28,893,198 shares directly, indicating it remains a significant shareholder after the transactions.

For investors tracking insider activity, the key facts are the sale sizes, prices, and the remaining ownership position. Subsequent filings may provide additional context on any future changes in this large holder’s stake.

Insider Trade Summary

Net Seller: 229,900 shares ($8,105,713)

Net Sell 2 txns

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

Role 10% Owner

Sold 229,900 shs ($8.11M)

Type	Security	Shares	Price	Value
Sale	Class A Common Shares (as defined in Exhibit 99.1 hereto)	1,400	$34.50	$48K
Sale	Class A Common Shares (as defined in Exhibit 99.1 hereto)	228,500	$35.2622	$8.06M

Holdings After Transaction: Class A Common Shares (as defined in Exhibit 99.1 hereto) — 28,893,198 shares (Direct)

Footnotes (1)

1. Weighted average price. These shares were sold in multiple transactions at prices ranging from $35.10 to $35.555 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. 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)
02/09/2026

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)	02/09/2026		S		228,500	D	$35.2622(1)	28,894,598	D(2)
Class A Common Shares (as defined in Exhibit 99.1 hereto)	02/10/2026		S		1,400	D	$34.5	28,893,198	D(2)

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 $35.10 to $35.555 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. See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

	/s/ MARCO ANTONIO SLIM DOMIT, ATTORNEY-IN-FACT	02/11/2026
	** 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 activity did PBF (PBF Energy Inc.) report in this Form 4?

PBF reported that Control Empresarial de Capitales S.A. de C.V., a 10% owner, sold Class A common shares in open-market transactions. The filing details the number of shares sold, sale dates, prices, and the large shareholder’s remaining direct ownership position after these sales.

How many PBF (PBF Energy Inc.) shares were sold in the February 9, 2026 transaction?

On February 9, 2026, the reporting owner sold 228,500 PBF Class A common shares. The weighted average sale price was $35.2622 per share, with individual trades executed between $35.10 and $35.555, according to the footnote describing the price range for that transaction.

What price did the 10% owner of PBF (PBF Energy Inc.) receive for the February 10, 2026 sale?

On February 10, 2026, the reporting owner sold 1,400 Class A common shares of PBF at $34.50 per share. This smaller follow-up sale was also reported as an open-market transaction in the same Form 4 filing, alongside the larger prior-day sale.

How many PBF (PBF Energy Inc.) shares does the reporting owner hold after these sales?

After the reported transactions, the owner beneficially holds 28,893,198 PBF Class A common shares directly. This figure, shown in the Form 4 table, indicates that the entity remains a significant shareholder despite the open-market sales disclosed in the filing.

Who is the reporting person in this PBF (PBF Energy Inc.) Form 4 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 notes additional reporting persons in an attached exhibit, but this primary entity is the one shown directly in the provided transaction tables.

What does the weighted average price disclosure mean in the PBF Form 4?

The Form 4 states that the February 9, 2026 sale used a weighted average price of $35.2622. Shares were sold in multiple trades between $35.10 and $35.555, and the reporting persons will provide detailed price information for each trade upon request to investors or regulators.