Major PBF Energy (PBF) shareholder sells 90,000 Class A shares in market trades

Rhea-AI Filing Summary

PBF Energy Inc. large shareholder Control Empresarial de Capitales S.A. de C.V., a more than ten percent owner, reported open-market sales of Class A common shares. The entity sold 18,000 shares on February 18, 2026 at an average price of $34.5045 per share and 72,000 shares on February 19, 2026 at an average price of $34.1311 per share. After these transactions, the reporting owner held 27,975,198 Class A common shares directly. Footnotes state the sales were executed in multiple trades within price ranges around the reported averages, and detailed trade-by-trade information is available upon request.

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)
02/18/2026

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)	02/18/2026		S		18,000	D	$34.5045(1)	28,047,198	D(3)
Class A Common Shares (as defined in Exhibit 99.1 hereto)	02/19/2026		S		72,000	D	$34.1311(2)	27,975,198	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 $34.40 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 (1) to this Form 4.

2. Weighted average price. These shares were sold in multiple transactions at prices ranging from $34.00 to $34.235 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	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

PBF Energy reported that large shareholder Control Empresarial de Capitales S.A. de C.V. sold 90,000 Class A common shares in open-market transactions. The sales occurred over two days and were reported as standard insider transactions under Section 16 rules.

How many PBF Energy (PBF) shares were sold and at what prices?

The reporting shareholder sold 18,000 Class A shares at an average price of $34.5045 and 72,000 shares at an average price of $34.1311. Footnotes explain these are weighted averages across multiple trades within stated price ranges.

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

The reporting shareholder is Control Empresarial de Capitales S.A. de C.V., identified as a more than ten percent owner of PBF Energy Inc. The transactions reflect this entity’s direct holdings in PBF’s Class A common shares.

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

After the reported open-market sales, the shareholder held 27,975,198 PBF Energy Class A common shares directly. This figure reflects the remaining position following the combined sale of 90,000 shares over the two consecutive trading days.

Were the PBF Energy (PBF) insider sales executed in single or multiple trades?

The filing notes the reported prices are weighted averages, meaning shares were sold in multiple transactions. Footnotes state trades occurred within specified price ranges, and detailed trade-level data is available to the issuer, investors, or regulators upon request.

What type of transactions were reported in the PBF Energy (PBF) Form 4?

The transactions are classified as open-market sales of non-derivative Class A common shares, coded as “S” in the filing. This indicates routine sales on the market or through private transactions, rather than option exercises or derivative-related activity.