PBF Energy (PBF) 10% holder sells Class A shares over two days

Rhea-AI Filing Summary

Control Empresarial de Capitales S.A. de C.V., a 10% owner of PBF Energy Inc., reported open-market sales of Class A Common Shares. On January 29, 2026, it sold 35,000 shares at a weighted average price of $34.0676, from trades between $34.00 and $34.12.

On January 30, 2026, it sold an additional 60,000 shares at a weighted average price of $33.4615, from trades between $33.40 and $33.54. After these transactions, the reporting entity beneficially owned 30,263,498 Class A Common Shares.

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)
01/29/2026

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)	01/29/2026		S		35,000	D	$34.0676(1)	30,323,498	D(3)
Class A Common Shares (as defined in Exhibit 99.1 hereto)	01/30/2026		S		60,000	D	$33.4615(2)	30,263,498	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 $34.12 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 $33.40 to $33.54 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	02/02/2026
	** 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.

FAQ

What insider transaction did PBF Energy (PBF) disclose in this Form 4?

The filing shows a 10% owner sold PBF Energy Class A shares on two days. The holder executed open-market sales, reducing its beneficial position while remaining a large shareholder with over 30 million shares reported after the transactions.

Who sold shares in PBF Energy (PBF) according to this Form 4?

Control Empresarial de Capitales S.A. de C.V., listed as a 10% owner of PBF Energy Inc., reported the transactions. The sales were made directly in its name, with beneficial ownership details further described by reference to an attached Exhibit 99.1.

How many PBF Energy (PBF) shares were sold and on which dates?

The reporting owner sold 35,000 Class A Common Shares on January 29, 2026 and 60,000 shares on January 30, 2026. Both transactions are coded "S" for sales of non-derivative securities in the open market.

At what prices were the PBF Energy (PBF) shares sold by the 10% owner?

The January 29 sale had a weighted average price of $34.0676, from trades between $34.00 and $34.12. The January 30 sale had a weighted average price of $33.4615, from trades between $33.40 and $33.54, as disclosed in footnotes.

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

Following the January 30, 2026 transaction, the reporting entity is shown as beneficially owning 30,263,498 Class A Common Shares. This figure reflects its remaining direct holdings after the two consecutive open-market sales reported.

What do the weighted average price footnotes mean in the PBF Energy (PBF) Form 4?

The footnotes explain each reported price is a weighted average of multiple trades within a stated range. The reporting persons commit to provide detailed trade-by-trade pricing information to the issuer, security holders, or SEC staff upon request.