Large PBF (NYSE: PBF) shareholder sells 420,000 shares, keeps big stake

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 a total of 420,000 Class A Common Shares on May 4–5. The shares were sold in multiple transactions at weighted average prices around $44.75–$45.91, with individual trades occurring within disclosed price ranges. Following these sales, the reporting person directly holds 18,468,698 Class A Common Shares, indicating it retains a substantial equity position in PBF despite the disposals.

Insights

Equity ownership analyst

Large PBF holder sells 420,000 shares but keeps a sizeable stake.

Control Empresarial de Capitales S.A. de C.V., identified as a more than ten percent owner, executed three open-market sales totaling 420,000 Class A Common Shares over two days. Reported weighted average prices cluster in the mid-$40 range.

The filing shows 18,468,698 shares directly owned after the most recent transaction, so these sales represent only a fraction of its position. With no derivatives reported and no mention of a pre-set trading plan, the activity appears as straightforward stake reduction, while maintaining a significant continuing investment.

Insider Trade Summary

Net Seller: 420,000 shares ($19,072,806)

Net Sell 3 txns

Insider Control Empresarial de Capitales S.A. de C.V.

Role null

Sold 420,000 shs ($19.07M)

Type	Security	Shares	Price	Value
Sale	Class A Common Shares (as defined in Exhibit 99.1 hereto)	220,000	$45.9068	$10.10M
Sale	Class A Common Shares (as defined in Exhibit 99.1 hereto)	170,000	$44.753	$7.61M
Sale	Class A Common Shares (as defined in Exhibit 99.1 hereto)	30,000	$45.51	$1.37M

Holdings After Transaction: Class A Common Shares (as defined in Exhibit 99.1 hereto) — 18,468,698 shares (Direct, null)

Footnotes (1)

1. Weighted average price. These shares were sold in multiple transactions at prices ranging from $44.30 to $45.20 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. Weighted average price. These shares were sold in multiple transactions at prices ranging from $45.45 to $45.5402 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. Weighted average price. These shares were sold in multiple transactions at prices ranging from $45.5101 to $46.285 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 (3) to this Form 4. See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

Key Figures

Shares sold May 5: 220,000 shares Price per share May 5 sale: $45.9068/share Shares sold May 4 (first block): 170,000 shares +5 more

8 metrics

Shares sold May 5 220,000 shares Open-market sale of Class A Common Shares on May 5

Price per share May 5 sale $45.9068/share Weighted average sale price for 220,000 shares

Shares sold May 4 (first block) 170,000 shares Open-market sale of Class A Common Shares on May 4

Price per share May 4 first block $44.7530/share Weighted average sale price for 170,000 shares

Shares sold May 4 (second block) 30,000 shares Additional open-market sale of Class A Common Shares on May 4

Price per share May 4 second block $45.5100/share Sale price for 30,000-share transaction

Total shares sold 420,000 shares Aggregate of three open-market sales in this Form 4

Shares held after transactions 18,468,698 shares Direct Class A Common Shares owned after latest sale

Key Terms

open-market sale, Class A Common Shares, ten percent owner, weighted average price, +2 more

6 terms

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Class A Common Shares financial

"security_title": "Class A Common Shares (as defined in Exhibit 99.1 hereto)""

A Class A common share is a specific type of ordinary company share that represents an ownership stake and usually carries particular voting rights or payout priorities compared with other share classes. For investors it matters because those differences affect how much influence you have over company decisions, how dividends or liquidation proceeds might be distributed, and how easily the shares trade — like choosing between car models where one has extra features (more control) and another focuses on price or availability (liquidity).

ten percent owner financial

""is_ten_percent_owner": 1"

weighted average price financial

"Weighted average price. These shares were sold in multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

non-derivative financial

""transaction_type": "non-derivative""

Form 4 regulatory

"full information regarding the shares sold at each separate price within the range set forth in this footnote (1) to this Form 4."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

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 11000

(City) (State) (Zip)

MEXICO

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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 Shares (as defined in Exhibit 99.1 hereto)	05/04/2026		S		170,000	D	$44.753(1)	18,718,698	D(4)
Class A Common Shares (as defined in Exhibit 99.1 hereto)	05/04/2026		S		30,000	D	$45.51(2)	18,688,698	D(4)
Class A Common Shares (as defined in Exhibit 99.1 hereto)	05/05/2026		S		220,000	D	$45.9068(3)	18,468,698	D(4)

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 $44.30 to $45.20 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 $45.45 to $45.5402 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. Weighted average price. These shares were sold in multiple transactions at prices ranging from $45.5101 to $46.285 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 (3) to this Form 4.

4. See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

	/s/ VICTOR MANUEL GUTIERREZ LOPEZ, ATTORNEY-IN-FACT	05/06/2026
	** 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 Control Empresarial de Capitales sell in PBF (PBF)?

Control Empresarial de Capitales S.A. de C.V. sold a total of 420,000 PBF Class A Common Shares in open-market transactions. The sales occurred over two days at weighted average prices in the mid-$40 range, as disclosed in the Form 4 filing.

On what dates were the recent PBF (PBF) insider share sales made?

The reported insider for PBF Energy Inc. executed open-market sales on May 4 and May 5. These transactions covered three separate sale entries, each with its own share amount and weighted average sale price disclosed in the Form 4 data.

How many PBF (PBF) shares does the reporting holder own after the sale?

After the reported transactions, Control Empresarial de Capitales S.A. de C.V. directly holds 18,468,698 Class A Common Shares of PBF Energy Inc. This post-transaction figure reflects its remaining equity position following the 420,000 shares sold.

What prices were received for the recent PBF (PBF) insider sales?

The reported PBF share sales occurred at weighted average prices of about $44.7530, $45.5100, and $45.9068 per share. Footnotes explain these averages reflect multiple trades within specific intraday price ranges around those levels.

Were the PBF (PBF) insider transactions open-market sales?

Yes. Each transaction in the filing is coded as an open-market sale of non-derivative Class A Common Shares. The Form 4 characterizes these as sales in the open market or private transactions, with no derivative exercises or gifts reported.

Does the PBF (PBF) Form 4 show any remaining options or derivatives?

The Form 4 derivative summary is empty, indicating no derivative transactions or remaining derivative positions are reported in this filing. All activity involved non-derivative Class A Common Shares, highlighting straightforward share sales rather than option exercises or conversions.