PBF Energy (PBF) CEO exercises 120,000 options, withholds shares for taxes

Rhea-AI Filing Summary

PBF Energy CEO & President Matthew C. Lucey exercised stock options for 120,000 shares of Class A Common Stock on March 18, 2026 at an exercise price of $21.38 per share. These options were granted on October 25, 2016 and are fully vested.

To cover the exercise price or related tax obligations, 86,694 shares of Class A Common Stock were withheld at $45.365 per share, classified as a tax-withholding disposition rather than an open-market sale. After these transactions, Lucey directly owns 478,768 shares of Class A Common Stock, and no shares remain under this option grant.

Insights

Equity compensation analyst

Routine option exercise with tax withholding; no open-market sale.

The CEO exercised options for 120,000 shares at an exercise price of $21.38, converting a fully vested grant from October 25, 2016 into common stock. This is a standard compensation-related event, not a market purchase.

Of the acquired shares, 86,694 were withheld at $45.365 per share to satisfy the exercise price or tax liabilities, coded as a tax-withholding disposition. No open-market sale is reported. Lucey’s direct holdings increase to 478,768 shares, and all options from this grant are now fully exercised, with no remaining derivative position from it.

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^*

Lucey Matthew C.

(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
X	Officer (give title below)		Other (specify below)
	CEO & President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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	03/18/2026		M		120,000	A	$21.38	565,462	D
Class A Common Stock	03/18/2026		F		86,694	D	$45.365	478,768	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
Employee Stock Option (right to buy)	$21.38	03/18/2026		M			120,000	(1)	10/25/2026	Class A Common Stock	120,000	$0	0	D

Explanation of Responses:

1. Represents options to purchase Class A Common Stock that were granted on October 25, 2016 that are fully vested.

	/s/ Matthew C. Lucey by Trecia Canty as Attorney-in-Fact	03/19/2026
	** 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)

FAQ

What did PBF (PBF) CEO Matthew C. Lucey do in this Form 4 filing?

Matthew C. Lucey exercised stock options for 120,000 PBF Class A shares. The options, granted in October 2016, were fully vested. This exercise converts a derivative award into common stock as part of his equity compensation, rather than reflecting an open-market share purchase.

How many PBF (PBF) shares did the CEO acquire and at what price?

The CEO acquired 120,000 shares of PBF Class A Common Stock by exercising options at an exercise price of $21.38 per share. This action reflects the use of previously granted, fully vested options rather than a new market transaction to buy shares.

Were any PBF (PBF) shares sold by the CEO in the market?

No open-market sale is reported. Instead, 86,694 shares were withheld at $45.365 per share to cover the option exercise price or related tax obligations. This tax-withholding disposition is a mechanical step and does not represent a discretionary sale into the market.

What are Matthew C. Lucey’s PBF (PBF) share holdings after these transactions?

After the option exercise and tax-withholding disposition, Matthew C. Lucey directly holds 478,768 shares of PBF Class A Common Stock. This figure reflects his updated equity position following conversion of the fully vested 2016 option grant into common shares.

What is the significance of the 2016 stock option grant in this PBF (PBF) filing?

The filing states the options were granted on October 25, 2016 and are fully vested. Exercising this grant for 120,000 shares completes the use of that particular award, leaving no remaining derivative position from it and moving all value into common stock holdings.

Does this PBF (PBF) Form 4 indicate a change in the CEO’s confidence in the company?

The transactions are compensation-related: an option exercise and tax-withholding disposition. With no open-market sale disclosed, they primarily reflect routine equity compensation mechanics rather than a clear directional signal about the CEO’s view of PBF’s future prospects.