PBF Director Adds 4,024 Shares After Grant; Owns 853k Shares

Rhea-AI Filing Summary

PBF Energy Inc. (PBF) – Form 4 insider filing dated 07/03/2025

Director Thomas J. Nimbley reported two transactions that occurred on 07/01/2025:

• Acquisition (Code A): 7,859 Class A common shares were granted as restricted stock under the 2025 Equity Incentive Plan at $0 cost.
• Disposition (Code F): 3,835 shares were automatically sold at $22.27 per share to satisfy tax-withholding obligations associated with the award.

After these transactions, Nimbley’s direct ownership increased by 4,024 shares to 853,437 shares. No derivative securities were reported.

The net share increase indicates continued equity alignment by a board member, while the share sale appears routine for tax coverage.

Positive

• Director’s direct ownership increases by 4,024 shares, signalling continued equity alignment with shareholders.

Negative

• None.

Insights

Senior Equity Analyst

TL;DR Director received 7.9k shares, sold 3.8k for taxes; net ownership up 0.5%; neutral-to-positive governance signal.

The filing shows a standard restricted-stock grant to Director Thomas J. Nimbley. After covering taxes via a Code F sale at $22.27, his direct stake rises to 853,437 shares, a net addition of roughly 4,000 shares (0.5% of his holding). There is no open-market purchase, but the absence of discretionary selling beyond tax needs suggests confidence and continued alignment with shareholders. The transaction is small relative to PBF’s 122 million share count and is therefore not materially price-moving, yet offers a modestly positive governance cue.

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	7,859	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	3,835	$22.27	$85K

Holdings After Transaction: Class A Common Stock — 853,437 shares (Direct)

Footnotes (1)

1. F1. Constitutes restricted stock granted under the 2025 Equity Incentive Plan.

FAQ

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

How many PBF Energy shares did Director Thomas J. Nimbley acquire on 07/01/2025?

He received 7,859 restricted shares as part of a 2025 Equity Incentive Plan award.

Why were 3,835 PBF shares sold at $22.27?

The sale (Code F) was to cover tax-withholding obligations related to the restricted-stock award.

What is Thomas J. Nimbley’s total direct ownership after the transactions?

Following the reported activity, he directly owns 853,437 PBF Class A common shares.

Did the filing report any derivative securities for PBF Energy?

No. No options, warrants or other derivatives were disclosed in Table II.

Is the insider activity considered a buy or sell signal for investors?

The net share increase stems from a routine equity grant, offering a modestly positive governance signal rather than a strong buy or sell indicator.

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

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Accepted by SEC EDGAR 07/03/2025 - 03:52 PM 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 NJ 07054

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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 Stock	07/01/2025		A(1)		7,859	A	$0	857,272	D
Class A Common Stock	07/01/2025		F		3,835	D	$22.27	853,437	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 granted under the 2025 Equity Incentive Plan.

	/s/ Thomas Nimbley by Trecia Canty as Attorney-in-Fact	07/03/2025
	** 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.
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