Major PBF Energy (PBF) shareholder sells 375,000 Class A shares in market

Rhea-AI Filing Summary

Control Empresarial de Capitales S.A. de C.V., a more than ten percent owner of PBF Energy Inc., reported open-market sales of Class A common shares. On February 13, 2026, it sold 300,000 shares at a weighted average price of $34.2328 per share. On February 17, 2026, it sold an additional 75,000 shares at a weighted average price of $34.1066 per share. After these transactions, the reporting owner held 28,065,198 Class A common shares directly.

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

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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)
02/13/2026

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)	02/13/2026		S		300,000	D	$34.2328(1)	28,140,198	D(3)
Class A Common Shares (as defined in Exhibit 99.1 hereto)	02/17/2026		S		75,000	D	$34.1066(2)	28,065,198	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)
				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 $34.00 to $34.44 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 $34.00 to $34.60 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	02/18/2026
	** 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).
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FAQ

What insider activity did PBF Energy Inc. (PBF) disclose in this Form 4?

PBF Energy Inc. disclosed that Control Empresarial de Capitales S.A. de C.V., a more than ten percent owner, sold Class A common shares in two open-market transactions, totaling 375,000 shares, and reported its updated direct share ownership after these sales.

How many PBF Energy (PBF) shares did the major holder sell and on which dates?

The reporting owner sold 300,000 PBF Energy Class A shares on February 13, 2026 and 75,000 shares on February 17, 2026. Both were reported as open-market sales in this Form 4 filing by the more than ten percent shareholder.

At what prices were the PBF Energy (PBF) shares sold by the reporting owner?

The 300,000 shares sold on February 13, 2026 had a weighted average price of $34.2328 per share. The 75,000 shares sold on February 17, 2026 had a weighted average price of $34.1066, with each sale executed in multiple trades within disclosed price ranges.

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

After completing the reported transactions, the more than ten percent owner held 28,065,198 PBF Energy Class A common shares directly. This updated ownership figure reflects the net position following the combined sale of 375,000 shares in the mid-February 2026 open-market transactions.

Who is the reporting person in this PBF Energy (PBF) Form 4 filing?

The reporting person is Control Empresarial de Capitales S.A. de C.V., identified as a more than ten percent owner of PBF Energy Inc. It is not listed as a director or officer, and the filing focuses on its direct holdings and recent share sales.

Were the PBF Energy (PBF) insider sales executed at a single price or multiple prices?

Both insider sales were executed at multiple prices within specified ranges, reported using weighted average prices. Footnotes state that individual trade details between $34.00 and upper-range prices are available upon request from the issuer, security holders, or SEC staff.