PBF director gets 4,231 restricted shares, 931 withheld

PBF Energy Inc. director S. Eugene Edwards reported routine equity compensation adjustments involving Class A Common Stock.

Rhea-AI Filing Summary

PBF Energy Inc. director S. Eugene Edwards reported routine equity compensation adjustments involving Class A Common Stock. On April 28, 2026, 931 shares were disposed of at $41.37 per share to satisfy tax obligations, a non-market tax-withholding disposition.

On the same date, Edwards received a grant of 4,231 restricted shares of Class A Common Stock, issued under the PBF Energy Inc. 2025 Equity Incentive Plan. After these transactions, Edwards directly held 65,406 shares of PBF Energy Class A Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider EDWARDS S EUGENE

Role Director

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

Holdings After Transaction: Class A Common Stock — 65,406 shares (Direct)

Footnotes (1)

1. F1. Constitutes restricted stock issued under the PBF Energy Inc. 2025 Equity Incentive Plan, as amended.

Key Figures

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

4 metrics

Tax-withholding shares 931 shares Class A Common Stock disposed at $41.37 per share for taxes on Apr. 28, 2026

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

Restricted stock grant 4,231 shares Class A Common Stock granted at $0.00 under 2025 Equity Incentive Plan

Post-transaction holdings 66,337 shares Total direct holdings after April 28, 2026 transactions

Key Terms

restricted stock, PBF Energy Inc. 2025 Equity Incentive Plan, tax-withholding disposition

3 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.

PBF Energy Inc. 2025 Equity Incentive Plan financial

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

tax-withholding disposition financial

"931 shares were disposed of at $41.37 per share to satisfy tax obligations, a non-market 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.

FAQ

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

What did PBF (PBF) director S. Eugene Edwards report in this Form 4?

Director S. Eugene Edwards reported one tax-withholding disposition and one equity grant in PBF Energy Class A Common Stock, both dated April 28, 2026. These are compensation-related adjustments, not open-market stock purchases or sales.

How many PBF Energy (PBF) shares were withheld for taxes in this filing?

The filing shows 931 shares of PBF Energy Class A Common Stock were disposed of at $41.37 per share. This was a tax-withholding disposition, meaning shares were delivered to cover tax obligations rather than sold in the open market.

What equity award did S. Eugene Edwards receive from PBF (PBF)?

Edwards received a grant of 4,231 shares of PBF Energy Class A Common Stock at zero cost. The footnote states these are restricted stock issued under the PBF Energy Inc. 2025 Equity Incentive Plan, reflecting routine director compensation rather than a market transaction.

What are S. Eugene Edwards’ PBF Energy holdings after these transactions?

After the reported transactions, Edwards directly holds 66,337 shares of PBF Energy Class A Common Stock. This total reflects both the 931-share tax-withholding disposition and the 4,231-share restricted stock grant disclosed in the Form 4.

Does this PBF (PBF) Form 4 show any open-market buying or selling?

The Form 4 does not show open-market trades. It reports a tax-withholding disposition of 931 shares and a grant of 4,231 restricted shares, both compensation-related adjustments rather than discretionary market purchases or sales by the director.

Under which plan were the PBF Energy restricted shares granted to Edwards?

The restricted stock was issued under the PBF Energy Inc. 2025 Equity Incentive Plan, as noted in the footnote. This plan governs equity-based compensation awards, such as restricted stock, granted to eligible participants including directors.

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

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Accepted by SEC EDGAR 04/30/2026 - 01:54 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^*

EDWARDS S EUGENE

(Last) (First) (Middle)

ONE 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/28/2026		A(1)		4,231	A	$0	66,337	D
Class A Common Stock	04/28/2026		F		931	D	$41.37	65,406	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 issued under the PBF Energy Inc. 2025 Equity Incentive Plan, as amended.

	/s/ S. Eugene Edwards 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)