PBF Energy (NYSE: PBF) director receives restricted stock, shares withheld for taxes

Rhea-AI Filing Summary

PBF Energy Inc. director Karen Berriman Davis reported routine equity compensation activity in Class A Common Stock. She received a grant of 4,231 restricted shares under the company’s 2025 Equity Incentive Plan and had 1,375 shares withheld to cover tax obligations. These were not open-market trades. After these transactions, she directly holds 89,489 shares of PBF Energy Class A Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Davis Karen Berriman

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	4,231	$0.00	--
Tax Withholding	Class A Common Stock	1,375	$41.37	$57K

Holdings After Transaction: Class A Common Stock — 89,489 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted stock grant: 4,231 shares Tax withholding shares: 1,375 shares Withholding reference price: $41.37 per share +2 more

5 metrics

Restricted stock grant 4,231 shares Award of Class A Common Stock under 2025 Equity Incentive Plan

Tax withholding shares 1,375 shares Shares delivered to satisfy tax liability on equity compensation

Withholding reference price $41.37 per share Value used for tax-withholding disposition on 1,375 shares

Post-transaction holdings 89,489 shares Direct Class A Common Stock held after reported Form 4 transactions

Holdings after withholding step 88,114 shares Direct holdings immediately after 1,375-share tax-withholding disposition

Key Terms

restricted stock, 2025 Equity Incentive Plan, tax-withholding disposition, grant, award, or other acquisition, +1 more

5 terms

restricted stock financial

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

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.

2025 Equity Incentive Plan financial

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

tax-withholding disposition financial

"transaction_action": "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.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Class A Common Stock financial

"security_title": "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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^*

Davis Karen Berriman

(Last) (First) (Middle)

1 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	89,489	D
Class A Common Stock	04/28/2026		F		1,375	D	$41.37	88,114	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/ Karen B. Davis 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)

FAQ

What insider transactions did PBF director Karen Berriman Davis report on this Form 4?

Karen Berriman Davis reported a grant of 4,231 restricted shares of PBF Energy Class A Common Stock and a withholding of 1,375 shares to satisfy tax obligations. These are compensation-related events, not open-market stock purchases or sales.

Were Karen Berriman Davis’s PBF transactions open-market buys or sells?

No, the Form 4 shows no open-market buys or sells. The filing records a restricted stock award and a tax-withholding disposition, where 1,375 shares were delivered to cover tax liabilities tied to the equity compensation.

How many PBF shares does Karen Berriman Davis hold after these transactions?

After the reported activity, Karen Berriman Davis directly holds 89,489 Class A shares of PBF Energy Inc. This balance reflects both the new restricted stock grant and the shares withheld to pay taxes linked to her equity compensation.

What type of equity award did PBF Energy grant to Karen Berriman Davis?

PBF Energy granted Karen Berriman Davis 4,231 restricted stock shares of Class A Common Stock. The footnote explains these were issued under the PBF Energy Inc. 2025 Equity Incentive Plan, highlighting that this was a standard compensation-related award.

What does the tax-withholding disposition on the PBF Form 4 mean for investors?

The tax-withholding disposition reflects 1,375 shares delivered for tax liabilities tied to equity compensation. This is a common, mechanical step and does not indicate an open-market sale or a discretionary decision to reduce exposure to PBF Energy stock.